Four parties. Three cash flows. Every dollar on a defined, predictable path.
Net result for the practice: Venue fee income minus services fee expense. At projected volumes, the practice is cash-flow positive within the first few months.
VZN owns every physical asset. The practice provides the space, staff, and patients. That separation is the foundation.
VZN pulls its equipment and redeploys to a new location. The practice is left with an empty room. Natural retention for VZN, maximum flexibility across the network.
| Asset | Owner | Why It Matters |
|---|---|---|
| Telehealth equipment ($150K) | VZN | Controls clinical capability |
| Frame boards & displays ($25K) | VZN | Controls merchandising |
| Try-on frame samples ($40K) | VZN | Controls product catalog |
| POS hardware & tech ($10K) | VZN | Controls the transaction |
| Software platform | VZN | Controls the data |
| Retail pricing authority | VZN | Controls the economics |
| Physical space | Practice | Provides the venue |
| Showroom staff | Practice | Employs and directs staff |
| Patient clinical relationship | Practice / PC | Clinical stays with practice |
Eight structural advantages that solve the problems every other managed vision care approach runs into.
Equipment, pricing, fulfillment, and the transaction — standardized at every location. No partner can drift.
Monthly fee, not a $250K equipment bill. Offset by venue income — cash-flow positive quickly.
VZN scales without burning its own capital. Non-recourse — collateral is the equipment itself.
$180K–$360K commitment via the non-cancellable services fee. Can't walk away without consequence.
VZN swaps equipment anytime, no partner approval. The network stays current.
VZN sells online, ships direct to home. Same legal framework as Warby Parker and Zenni.
VZN trains, the practice employs. No quotas, no performance reviews, no hiring authority from VZN.
VZN removes equipment in 45 days. No inventory buyback, no asset negotiations. Redeploy elsewhere.
Equipment funded by the lender, deployed by VZN, repaid by the practice. VZN's capital requirement per location approaches zero.
VZN owns the equipment and takes the depreciation. With Section 179 or bonus depreciation, VZN could deduct the full ~$250K per location in year one. Across 10 locations, that's $2.5M in deductions.
| Element | Detail |
|---|---|
| Borrower | VZN Care, LLC |
| Collateral | Equipment (UCC-1 filed) + assigned receivable |
| Repayment | Practice's monthly services fee, paid direct to lender |
| Recourse to VZN | Limited — lender's primary recourse is practice + equipment |
| Practice Obligation | Absolute and unconditional. No setoff, no abatement |
| If Practice Defaults | Lender enforces directly. VZN cooperates with repossession |
| If VZN Defaults | Lender collects from practice, can take equipment, step into VZN's rights |
| At Scale | Portfolio of assignable receivables enables master facility or securitization |
Every risk has a defined owner. Each party bears what they're best positioned to manage.
The showroom model structurally solves problems that other approaches can't.
| VZN Showroom | MSO / GP-Share | Franchise | Practice Buys | |
|---|---|---|---|---|
| VZN owns equipment | ✓ | ✗ | ✗ | ✗ |
| VZN controls upgrades | ✓ | Partial | ✓ | ✗ |
| VZN is merchant of record | ✓ | ✗ | ✗ | ✗ |
| No dispensing license | ✓ | ✗ | ✗ | ✗ |
| Non-recourse financing | ✓ | N/A | N/A | ✗ |
| No GP definition disputes | ✓ | ✗ | ✓ | ✗ |
| Low co-employment risk | ✓ | ✗ | Partial | ✓ |
| No franchise registration | ✓ | ✓ | ✗ | ✓ |
| Clean exit mechanics | ✓ | ✗ | Partial | ✗ |
| Scales without own capital | ✓ | ✗ | Partial | ✗ |
Two agreements form the legal backbone. Together they define every obligation, payment path, and exit scenario.
Between VZN and the partner practice. Covers the showroom license, equipment provision, VZN's operational obligations, the services fee (absolute and unconditional), venue fee, co-employment protections, dispensing compliance, IP, data, term and termination, and exit mechanics.
Three-party agreement (VZN, lender, practice). Assigns VZN's right to the services fee to the lender. Grants lender a security interest in equipment. Establishes direct payment obligation and step-in rights.