8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
______________

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 22, 2009

VCA Antech, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-16783	95-4097995
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12401 West Olympic Boulevard
Los Angeles, California 90064-1022

(Address of Principal Executive Offices)

(310) 571-6500
(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02:  Results of Operations and Financial Condition

On April 22, 2009, VCA Antech, Inc. issued a press release which included earnings for the first quarter of fiscal year 2009. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

99.1 Press release dated April 22, 2009, regarding earnings for the first quarter of fiscal year 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

April 22, 2009	VCA Antech, Inc.
	/s/ Tomas W. Fuller
	By: Tomas W. Fuller
	Its: Chief Financial Officer

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EXHIBIT INDEX

Exhibits

99.1 Press release dated April 22, 2009, regarding earnings for the first quarter of fiscal year 2009.

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EX-99.1

Exhibit 99.1

VCA Antech, Inc. Reports First Quarter 2009 Results and Affirms Its Financial Guidance for 2009

• First quarter revenue increased 2.6% to $315.8 million
• First quarter net income increased 2.5% to $32.0 million
• First quarter diluted earnings per share increased 2.8% to $0.37

LOS ANGELES--(BUSINESS WIRE)--April 22, 2009--VCA Antech, Inc. (NASDAQ NM SYMBOL: WOOF), a leading animal healthcare company in the United States, today reported financial results for the first quarter ended March 31, 2009, as follows: revenue increased 2.6% to a first quarter record of $315.8 million; net income increased 2.5% to $32.0 million; and diluted earnings per share increased 2.8% to $0.37.

Bob Antin, Chairman and CEO, stated, “I am pleased with our company’s performance in the first quarter of 2009. We have continued our long history of revenue and earnings growth as a result of our continued focus on our core business strategy and by adapting to the numerous challenges presented by the current economic environment.

“Animal hospital revenue in the first quarter increased 5.4% to $238.4 million driven by acquisitions made in the past twelve months. Our animal hospital gross margin and operating margin remained essentially unchanged at 18.1% and 16.0%, respectively. Although our day-adjusted same-store revenue declined 2.7% during the quarter, our same-store gross profit margin increased to 18.8% from 18.5%.

“We made nine acquisitions during the quarter with historical combined annual revenue of $20.9 million.

“Laboratory revenue in the first quarter increased 1.0% to $77.5 million. Our laboratory internal revenue growth, adjusted for one fewer business day was 1.7%, representing an improvement as compared to the fourth quarter of 2008. Our laboratory gross profit margin declined to 46.5% compared to 48.7% in the prior year, and our operating margin declined to 39.3% compared to 42.2% in the prior year.”

2009 Financial Guidance

We affirm our 2009 financial guidance as follows:

• Revenue from $1.36 billion to $1.39 billion;
• Net income from $135.2 million to $141.1 million; and
• Diluted earnings per common share from $1.56 to $1.63.

Conference Call

We will discuss our company’s first quarter 2009 financial results during a conference call today, April 22, at 4:30 p.m. Eastern Time. You can access a live broadcast of the call by visiting our website at http://investor.vcaantech.com. You can also access the call via telephone by dialing (877) 604-9675. Interested parties should call at least 10 minutes prior to the start of the call to register.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may and likely will differ materially from the guidance provided in this release. Among the important factors that could cause actual results to differ are: a material adverse change in our financial condition or operations; the impact of adverse trends in the general economy on the rate of our laboratory internal revenue growth and animal hospital same-store revenue growth; the level of direct costs and our ability to maintain revenue at a level necessary to maintain expected operating margins; the level of selling, general and administrative costs; the effects of our recent acquisitions and our ability to effectively manage our growth and achieve operating synergies; a decline in demand for some of our products and services; any disruption in our information technology systems or transportation networks; the effects of competition; any impairment in the carrying value of our goodwill and other intangible assets; changes in prevailing interest rates; our ability to service our debt; and general economic conditions. These and other risk factors are discussed in our Report on Form 10-K for the year ended December 31, 2008 and the reader is directed to these statements for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements.

We own, operate and manage the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, and we supply diagnostic imaging equipment to the veterinary industry.

VCA Antech, Inc.
Consolidated Income Statements
(Unaudited - In thousands, except per share amounts)
	Three Months Ended
	March 31,
		2009			2008
Revenue:
Animal hospital	$	238,358		$	226,100
Laboratory		77,489			76,729
Medical technology		9,158			13,849
Intercompany		(9,155	)		(8,846	)
		315,850			307,832
Direct costs		233,409			224,801
Gross profit:
Animal hospital		43,164			41,137
Laboratory		36,006			37,342
Medical technology		3,525			4,913
Intercompany		(254	)		(361	)
		82,441			83,031
Selling, general and administrative expense:
Animal hospital		5,384			5,478
Laboratory		5,567			4,951
Medical technology		3,084			3,434
Corporate		9,154			9,315
		23,189			23,178
Gain on sale of assets		(248	)		(184	)
Operating income		59,500			60,037
Interest expense, net		6,118			7,615
Other (income) expense		(110	)		177
Income before provision for
income taxes		53,492			52,245
Provision for income taxes		20,611			20,086
Net income		32,881			32,159
Net income attributable to the noncontrolling interest		911			957
Net income attributable to VCA Antech, Inc.	$	31,970		$	31,202
Diluted earnings per share	$	0.37		$	0.36
Shares used for computing diluted
earnings per share		85,386			85,865

VCA Antech, Inc.
Consolidated Balance Sheets
(Unaudited - In thousands)
	March 31,			December 31,
		2009			2008
Assets
Current assets:
Cash and cash equivalents	$	109,084		$	88,959
Trade accounts receivable, net		47,929			43,453
Inventory		26,366			26,631
Prepaid expenses and other		18,112			18,800
Deferred income taxes		16,566			15,938
Prepaid income taxes		-			5,287
Total current assets		218,057			199,068
Property and equipment, net		273,230			263,443
Other assets:
Goodwill		940,124			922,057
Other intangible assets, net		36,600			35,645
Notes receivable, net		4,719			12,893
Deferred financing costs, net		947			1,067
Other		20,849			14,865
Total assets	$	1,494,526		$	1,449,038
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term obligations	$	8,117		$	7,771
Accounts payable		23,704			26,087
Accrued payroll and related liabilities		39,795			42,840
Income taxes payable		9,370			-
Other accrued liabilities		43,699			46,424
Total current liabilities		124,685			123,122
Long-term obligations, less current portion		542,670			544,860
Deferred income taxes		54,255			47,331
Other liabilities		10,174			9,890
VCA Antech, Inc. stockholders' equity:
Common stock		85			85
Additional paid-in capital		310,782			308,674
Retained earnings		440,552			408,582
Accumulated other comprehensive loss		(4,986	)		(6,352	)
Total VCA Antech, Inc. stockholders' equity		746,433			710,989
Noncontrolling interest		16,309			12,846
Total equity		762,742			723,835
Total liabilities and equity	$	1,494,526		$	1,449,038

VCA Antech, Inc.
Consolidated Statements of Cash Flows
(Unaudited - In thousands)
	Three Months Ended
	March 31,
		2009			2008
Cash flows from operating activities:
Net income	$	32,881		$	32,159
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		9,152			7,263
Amortization of debt costs		120			116
Provision for uncollectible accounts		1,559			820
Gain on sale of assets		(248	)		(184	)
Share-based compensation		1,976			1,309
Deferred income taxes		5,304			2,329
Excess tax benefit from exercise of stock options		-			(133	)
Other		(148	)		86
Changes in operating assets and liabilities:
Accounts receivable		(5,455	)		(6,463	)
Inventory, prepaid expenses and other assets		(2,790	)		(2,351	)
Accounts payable and other accrued liabilities		(2,362	)		2,767
Accrued payroll and related liabilities		(3,204	)		(5,629	)
Income taxes		14,413			16,946
Net cash provided by operating activities		51,198			49,035
Cash flows from investing activities:
Business acquisitions, net of cash acquired		(14,467	)		(47,826	)
Real estate acquired in connection with business acquisitions		(963	)		(3,612	)
Property and equipment additions		(12,886	)		(9,463	)
Proceeds from sale of assets		74			1,747
Other		(373	)		(12,124	)
Net cash used in investing activities		(28,615	)		(71,278	)
Cash flows from financing activities:
Repayment of long-term obligations		(1,946	)		(1,966	)
Distributions to noncontrolling interest partners		(888	)		(760	)
Proceeds from issuance of common stock under stock option plans		557			214
Excess tax benefit from exercise of stock options		-			133
Net share settlements		(180	)		-
Net cash used in financing activities		(2,457	)		(2,379	)
Effect of currency exchange rate changes on cash and cash equivalents		(1	)		-
Increase (decrease) in cash and cash equivalents		20,125			(24,622	)
Cash and cash equivalents at beginning of period		88,959			110,866
Cash and cash equivalents at end of period	$	109,084		$	86,244

VCA Antech, Inc.
Supplemental Operating Data
(Unaudited - In thousands)
	As of
Table #1	March 31,			December 31,
Selected consolidated balance sheet data		2009			2008
Debt:
Revolving credit facility	$	-		$	-
Senior term notes		520,934			522,282
Other debt and capital leases		29,853			30,349
Total debt	$	550,787		$	552,631
	Three Months Ended
Table #2	March 31,
Selected expense data		2009			2008
Rent expense	$	11,410		$	10,041
Depreciation and amortization included
in direct costs:
Animal hospital	$	6,219		$	4,783
Laboratory		2,168			1,632
Medical technology		152			307
Intercompany		(187	)		(123	)
	$	8,352		$	6,599
Depreciation and amortization included
in selling, general and administrative
expense		800			664
Total depreciation and amortization	$	9,152		$	7,263
Share-based compensation included in direct costs:
Laboratory	$	155		$	173
Share-based compensation included in selling,
general and administrative expense:
Animal hospital		371			333
Laboratory		301			202
Medical technology		75			33
Corporate		1,074			568
		1,821			1,136
Total share-based compensation	$	1,976		$	1,309

CONTACT:
VCA Antech, Inc.
Tomas Fuller, Chief Financial Officer
(310) 571-6505