SBA 7(a) Winery Acquisition Case Study: 2925 Anderson Road, Paso Robles, California, and Why a Winery Is Worth More as Real Estate Than as a Business

Study at a Glance

Determination

The listing discloses no earnings, and the brand, wine club and inventory are not part of the price, so this study does not pretend to know what the winery earns. It builds a benchmark profile from the facility, the Paso Robles market and published winery benchmarks, values the property and the business on that profile, and then asks the question a lender needs answered first: what would the winery have to sell for the asking price to work?

On the benchmark profile, 5,000 cases a year with three-quarters sold direct to consumers at about $35 a bottle net of club discounts, the winery earns revenue of $1.97 million and EBITDA of $262,000, a 13.3 per cent margin that already sits above SVB's median winery. The property, land, vineyard, buildings and equipment, is worth about $3,000,000 on the evidence of recent Paso Robles winery sales. The business on the same earnings is worth about $2.49 million including its working inventory. The real estate is worth more than the business can earn on it.

That gap decides the loan. Acquired with its brand, club and $1.12 million of inventory at the concluded property value, the project costs $4.50 million. The benchmark EBITDA carries $1,688,000 of SBA debt at 1.25 times under the blended amortisation, and the buyer funds $2.81 million, or 62.5 per cent. The forward years make it harder: with volumes flat and costs rising, coverage falls below 1.00 times by 2029.

At the $3,750,000 asking price, a 90 per cent loan of $4.8 million needs EBITDA of $728,300 to cover its debt 1.25 times, 2.8 times the benchmark, or about 7,200 cases at the benchmark mix with no increase in overheads. If the brand stays with the seller, the buyer is not acquiring a business at all. It is buying an equipped building with no wine to sell for up to two years, and the price exceeds the indicated value of the property by $750,000.

Scope, Basis and Data Verification

This is a model study. UnionMetric was not engaged on this property, did not inspect it, and has no relationship with the owner, the listing broker or any buyer. The subject is a real winery publicly listed for sale as of the effective date, 26 October 2026. It was chosen because its record contains what this case is meant to teach: an established tasting room on a premium corridor, a price for the property alone, a brand that broker materials describe both as not for sale and as negotiable, a separate estate vineyard that does not come with it, a critically overdrafted groundwater basin, and a wine market in its third year of decline. The value indications illustrate method on public data and labelled assumptions. They are not an appraisal, they are not an opinion of market value for any intended user, and they must not be relied on in any transaction involving the property.

The Valuation Problem This Case Is Built On

A small winery has three values that a lender must keep apart. The first is the real estate: land, vines, a production building, a tasting room and usually a house, priced by a market that includes lifestyle buyers and neighbouring wineries. The second is the business: a brand, a wine club and a tasting room that turn wine into cash. The third is the inventory: two or more vintages of bulk and bottled wine that a winery must carry to have anything to sell.

In Paso Robles today those three values point in different directions. Vineyard and winery real estate has fallen but still trades on its setting and permits. The business earns thin margins in a shrinking market: SVB's median winery made an operating margin of 2.9 per cent and covered its debt 0.6 times in 2025. And the inventory is worth less than it cost, in a state where Turrentine Brokerage estimates that only 15 to 17 million of the 28 million gallons of bulk wine offered for sale could find a buyer.

Under SOP 50 10 8.1 each value matters differently. The real estate can amortise over 25 years. The business and the inventory must amortise over ten. The coverage test runs on historical earnings, and the business valuation caps the total debt. On this property a fourth problem sits on top: the price covers the real estate only. Without the brand and the club there is no business to acquire, and no history to test.

Method. On a winery acquisition the first diligence question is not the price per acre but what is actually being sold. A purchase agreement that conveys the trademark, the club list, the inventory and three years of returns is a change of ownership underwritten on history. A purchase of the building alone is a start-up underwritten on projections, with a two-year gap before its own wine is ready. The study tests the first and explains the second, because the lender cannot do both at once.

Project Business Plan

The Project is the acquisition and continued operation of the winery and tasting room at 2925 Anderson Road in the Willow Creek District of the Paso Robles AVA, a short drive from Highway 46 West among the region's best-known tasting rooms. The property comprises 10.55 acres with about 2 acres of Malbec, about 5 further plantable acres and two wells; a production building of about 5,000 SF with fermentation and barrel rooms and glycol chilling; a covered crush and outdoor production area of similar size; a tasting room with retail, kitchen, offices, guest facilities and case-goods storage; an outdoor hospitality area for tastings, music and events; and a residence. The winery has operated under the Midnight Cellars brand, one of the earliest bonded wineries in Paso Robles, on this site since 1997. The modelled business sells about 5,000 cases a year, three-quarters through the tasting room, the wine club and online, and the rest through distributors, buying most of its fruit or bulk wine because the brand's estate vineyard sits on a separate family ranch that is not part of the sale. The tasting room opens daily by reservation and walk-in with a hospitality team, a wine club manager and a general manager (modelled). The buyer acquires the fee simple real estate, the winery equipment and, in the case tested here, the brand, trademark, club and customer list and the wine inventory, with the real estate held by an eligible passive company and the winery operated by the borrowing operating company. The winery is positioned in the accessible middle of the Paso Robles market, with a $25 seated tasting against $30 to $50 at its larger neighbours, targeting visitors on the Highway 46 West corridor and club members who want Paso Robles wine at a price below the region's cult estates.

Marketing & Sales Strategy

The strategy is retention first. Club members are contacted before closing with a welcome shipment and an invitation to a members' release event, because the club is the only revenue a new owner inherits on day one and the first shipment after a sale is when churn is highest. The tasting room converts visitors through seated, hosted tastings with the fee waived on a two-bottle purchase and a club offer at every table, and staff are paid on club sign-ups. Distribution is weighted to direct-to-consumer channels: the winery's own website, reservation platforms, and allocation emails for small-lot releases. Business-to-business outreach targets Paso Robles hotels, inns and wine tour operators for referral visits, and local restaurants for by-the-glass placements that bring diners to the tasting room. The built-in acquisition channel is the location: Willow Creek sits on the route most Paso Robles visitors drive, and a neighbour's full tasting room is the subject's next visitor.

Amenities

• Seated tasting room with retail, kitchen and case-goods storage
• Outdoor hospitality area for tastings, music and events
• About 5,000 SF production building with fermentation and barrel rooms and glycol chilling
• Covered crush pad and outdoor production area
• About 2 acres of estate Malbec and about 5 plantable acres
• Two wells serving domestic and agricultural use
• Residence on the property
• Willow Creek District location near Highway 46 West

Subject Property: Site, Improvements, Permits and Water

The broker describes the property as fully permitted and ADA compliant, with a fully equipped, turnkey production facility and capacity of up to 15,000 cases, and notes that capacity should be independently verified. The record conflicts on several basic facts.

The permits are the asset a buyer cannot easily replace. The county land use category and the use permit, with its limits on events, attendance and case production, were not found and are read from the San Luis Obispo County planning file at engagement. The TTB basic permit and the California ABC Type 02 winegrower licence belong to the current permittee; a new owner generally needs its own permit and a licence transfer or new application, so closing is conditioned on an interim operating arrangement such as an alternating proprietorship, or on the new licences being issued.

Water is the constraint that shapes every expansion. The parcel lies in or near the Paso Robles Area Subbasin, which the Department of Water Resources classifies as high priority and critically overdrafted. New or expanded irrigated agriculture in the basin needs an Agricultural Offset Clearance at one acre-foot saved for each acre-foot used, and non-agricultural discretionary permits need a two-to-one offset. The Paso Robles Area Groundwater Authority adopted a fee of $22.90 per acre-foot of consumptive use for 2026-27, and its powers include a mandatory demand reduction programme if voluntary measures fail. Planting the five plantable acres, or expanding hospitality under a new discretionary permit, may require buying water offsets. FEMA and CAL FIRE hazard zones were not found.

Method. In Paso Robles the water status of a parcel is a valuation input, not a footnote. Lenders now discount in-basin vineyards relative to west-side land outside the basin, and a vacant plantable acre without a water offset is worth far less than a planted one. The study does not value the five plantable acres as future vineyard, because the right to irrigate them has not been shown.

California reassesses real property to its purchase price on a change of ownership under Proposition 13. Levied rates in the county range from about 1.03 to 1.20 per cent; city of Paso Robles rates run from 1.107 to 1.165 per cent, and the unincorporated rate for this parcel is confirmed at engagement. Property tax is modelled at $41,000 a year.

Market Area and Demand

San Luis Obispo County is a mature, high-income market whose wine economy runs on visitors.

Visitors are at a record. Wine is not. SVB reports that U.S. wine sales fell 2.0 per cent by volume in 2025 to about 329 million cases and $74.3 billion, and expects the market to bottom in 2027 or 2028. Direct-to-consumer shipments, the channel Paso Robles depends on most, fell a record 15 per cent in volume and 6 per cent in value in 2025, while the average shipped bottle rose 11 per cent to $56.78. SVB expects weaker club retention, lower tasting room conversion and rising price resistance in 2026, and reports that tasting room visits declined at smaller hospitality-focused wineries. Exports fell 35 per cent in 2025, mostly because of Canada's ban on U.S. wine, and a 15 per cent tariff on European wine has strained the distributors domestic brands rely on.

Supply has turned from shortage to surplus.

The county's prices per ton held while its tonnage fell 40 per cent, which means the price data describe fruit that sold, not fruit left on the vine. The 2025 Crush Report puts District 8 Cabernet Sauvignon at $1,555 to $1,582 a ton, but Turrentine estimates that District 8 Cabernet sales value has fallen 44 per cent since 2023, and Paso Robles Cabernet bulk wine is offered at $10 to $12 a gallon. California growers removed 38,134 acres of vines in the year to August 2025 and 47,229 acres in the year to August 2026; San Luis Obispo County has about 41,545 standing acres.

Method. A buyer of a winery in a surplus can buy wine more cheaply than it can make it. That helps a winery's cost of goods and hurts the value of any inventory it holds. The study prices inventory at cost for the transaction and tests it at market, and treats cheap bulk wine as an opportunity for the operator and a warning for the lender.

Competitive Supply: Competitor Census

Tasting fees and club terms were read from each winery's own website or reservation page, or from a competitor's published comparison where noted. Case production, club membership and acreage were rarely published and are collected at engagement.

Competitor Number 1

Tablas Creek Vineyard

This Adelaida District winery offers a $25 seated tasting, waived per two-bottle purchase and free to members, and a $75 Legacy tasting. Its clubs ship six bottles twice a year or a case once a year.

Competitor Number 2

DAOU Vineyards

This DAOU Mountain estate, bought by Treasury Wine Estates in a deal announced in October 2023 at $900 million upfront, offers tastings from $50 to $275, waived with a three-bottle purchase, and an on-site culinary programme.

Competitor Number 3

JUSTIN Vineyards and Winery

This Adelaida District estate at 11680 Chimney Rock Road offers tastings from $50 to $115, a restaurant and on-site lodging.

Competitor Number 4

Halter Ranch

This 2,700-acre estate at 8910 Adelaida Road offers $35 and $50 flights, waived with two bottles, and clubs with 20 to 25 per cent discounts and two shipments a year, plus a restaurant and a member-only lodging programme.

Competitor Number 5

Willow Creek neighbours

The subject's immediate district includes Linne Calodo ($20 tasting), Denner ($30), Niner ($40, free to members), Booker ($50, reservation only), L'Aventure ($50 Discovery, $150 Reserve) and Law Estate ($50, appointment only).

Competitor Number 6

Talley Vineyards

This family-owned Arroyo Grande winery offers a $30 seated tasting, waived per two bottles, and a $75 comparative tasting, with a member lounge.

Competitor Number 7

My Favorite Neighbor (former Caliza)

This winery at 2570 Anderson Road, on the subject's own road, was bought by Constellation Brands for $6.8 million in February 2024 for its My Favorite Neighbor brand.

The submarket is changing hands. Vintage Wine Estates' Laetitia and Clayhouse were sold out of Chapter 11 in 2024. Villa San Juliette in San Miguel sold at auction for $8.8 million in 2025 against a $22 million list price in 2023. Vina Robles sold its brand and inventory separately from its estate. Adelaida Cellars, about 15,000 cases a year, is in a confirmed Chapter 11 liquidation with $16.3 million of liabilities against about $7 million of assets. Ridge Vineyards opened a Paso Robles tasting room in June 2025.

The subject's $25 tasting sits at the accessible end of a market where most seated tastings cost $20 to $50, fees are waived with a two or three-bottle purchase, and club discounts cluster at 20 to 25 per cent. An accessible price brings visitors; it also means each visitor buys less.

Benchmark Operating Profile

Cost of goods of $140 a case covers purchased fruit or bulk wine (about $25 to $30 a case at current District 8 prices or Paso bulk asks), barrels, glass, corks, labels and cases, bottling, cellar labour and supplies, and excise. Federal excise on still wine up to 16 per cent alcohol is $1.07 a gallon, reduced to $0.07 on the first 30,000 gallons by the small producer credit, about $0.17 a case; California adds $0.20 a gallon, about $0.48 a case. The 5,000 cases sold sit below the 7,000 to 8,000 a wine directory reports, because the brand's estate vineyard does not come with the property and every case beyond the Malbec block must be made from bought fruit or wine.

The gross margin of 64.4 per cent sits between SVB's median of 59.2 per cent and its top quartile of 68.8 per cent, and the EBITDA margin of 13.3 per cent sits above SVB's top-quartile operating margin of 11.9 per cent before depreciation. The benchmark is not conservative. Insurance was not found in any public source and is carried at $65,000 pending quotes that include wildfire cover.

Method. A winery's channel mix is its margin. A case sold in the tasting room or to a club member earns about $268 of contribution in this profile; a case sold to a distributor earns about $28. A projection that holds case volume steady while direct sales fall and wholesale fills the gap will look stable on volume and collapse on cash flow. The study states the mix and tests the shift.

Highest and Best Use

As though vacant, the site is in an agricultural area in the Willow Creek District, physically suited to vineyard, winery and rural residential use, with the planting of new vines subject to a water offset. As improved, it carries an equipped production building, a tasting room with its use permit and a residence, and continued use as a winery and tasting room is the highest and best use; no alternative use would reproduce the value of the permits.

The value of that use is set by two kinds of buyer. Wineries and wine companies buy for permits, production and location. Lifestyle buyers pay for setting, the residence and the name of the district, and in American AgCredit's words treat vines as expensive landscaping. On the evidence of recent sales, the second kind of buyer sets a price for small west-side winery estates that the business earnings on them do not support.

Sales Comparison: The Property

The 2024 sales are reduced by 8 per cent for the decline AgWest Farm Credit and American AgCredit report in Central Coast vineyard and winery values since then. The adjusted indications for small winery estates with tasting rooms run from about $2.0 million to $3.5 million. The April 2026 Twelve Oaks sale, a larger operating Highway 46 West winery with about 36 planted acres and the same 15,000-case capacity, closed at $3.0 million and is the most current and most telling sale. The concluded market value of the property as is, real estate and winery equipment, is $3,000,000, or about $284,000 an acre. The asking price is 25 per cent above it.

Vineyard land values support the allocation. CALASFMRA's Trends 2026, as reported by a local broker, puts San Luis Obispo County vineyard values at $15,000 to $75,000 an acre and falling, with the low end the lowest since the mid-1990s; AgWest notes that west Paso Robles has shown some resilience because much of it lies outside the groundwater basin, but that it too shows evidence of decline.

Income Approach: The Business

The capitalisation rate of 9.50 per cent reflects a small, owner-dependent winery in a market SVB describes as still contracting, where buyers are scarce and fewer than one in five wineries want to acquire. Brokers note that for small wineries the land often exceeds the value the earnings support, and that is the finding here: the business, including its inventory, capitalises to about $2.49 million, while the property alone sells for about $3.0 million.

Method. When the real estate is worth more than the business that occupies it, the market is paying for something other than earnings, here the setting, the residence and the permits. That is a legitimate price for a lifestyle buyer and a poor basis for a loan. An SBA lender's coverage test sees only the earnings, so the gap between the property value and the income value becomes the buyer's equity.

The Inventory

A winery must carry wine to sell wine. A 5,000-case winery holding about 18 months of sales across bulk wine in barrel and bottled stock carries about 8,000 case-equivalents, modelled at $140 a case of cost, or $1,120,000. That is more than a third of the property's value, and it is offered separately by negotiation.

Method. Inventory is the most expensive asset a winery buyer funds with the least borrowing power. It amortises with the business portion over ten years, it counts for about a tenth of its book value as collateral, and in a surplus its market value may be well below its cost. A lender should count each vintage, taste it, and price anything older than about two years with scepticism.

Allocating the Going Concern

The income approach leaves no room for a large brand value: the whole business, inventory included, capitalises to less than the property alone. The $100,000 for the brand, trademark and club list reflects what it would cost a buyer to rebuild a club of a similar size, not a share of excess earnings. If the seller prices the brand higher, the difference is equity.

The residence is a further allocation question. Whether it serves as a caretaker or guest residence tied to the winery, or as the owner's home, decides whether it can be financed as part of the business real estate, and lender counsel confirms its treatment.

SBA Programme Compliance Under SOP 50 10 8.1

Every SOP 50 10 8.1 provision above comes from NAGGL, law firm, lender and adviser summaries; the SOP text is read before commitment. SBA issued SOP 50 10 8.1 with Information Notice 5000-880695 in August 2026 and technical updates under Information Notice 5000-882227 in September 2026, effective 1 October 2026. The FY2027 fee notice, Information Notice 5000-881797, waives the upfront fee only for loans of $700,000 or less to manufacturers and certain food supply chain and rural businesses, so it does not apply to a loan of this size.

Project Cost Estimate and Loan Assumptions

Location: 2925 Anderson Road, Paso Robles, CA 93446 | Site: 10.55 acres | Benchmark sales: 5,000 cases

Source: Listing data, Paso Robles sales evidence, SVB, CDFA, NAGGL summary of the FY2027 fee notice, UnionMetric

Five-Year Pro Forma and Forward Coverage

Case volume is held flat, consistent with SVB's view that the market bottoms in 2027 or 2028. Prices are held in 2028 and rise 2 per cent a year from 2029, cost of goods rises 2.5 per cent and operating expenses 3 per cent.

The forward years show what the historical test cannot. A winery's prices are set by a market with more wine than buyers, while its payroll, insurance and packaging costs keep rising. With volume flat, EBITDA falls every year and coverage drops below 1.00 times in 2029. The loan passes on the benchmark history and then depends on the new owner growing the club.

Break-Even Analysis

The winery can lose 252 cases, or $1.17 a bottle, before it stops covering its debt. Club churn after a change of ownership can take more than that in the first year.

Sensitivity Analysis

The test that matters is the club. A 15 per cent loss of direct sales in the first year after a sale, well within what a change of owner, a change of winemaker or a weaker market can produce, halves coverage. The surplus is the one variable on the operator's side: wine bought at today's bulk prices lowers the cost of goods enough to lift coverage above 1.70 times.

The Asking Price Test

The asking price is not impossible on paper: about 7,240 cases at the benchmark mix is close to the production a wine directory attributes to the brand, and well inside the marketed capacity. But it assumes those cases sell three-quarters direct to consumers with no added staff, in a market where direct shipments fell 15 per cent last year, and that the brand, the club and the buyers who come with them are part of the sale. Under SOP 50 10 8.1 the lender must also see a business valuation that supports $4.8 million of total debt, against an income value of about $2.5 million. The seller's tax returns, club roster and case sales by channel answer the question in an afternoon, and a lender should ask for them before ordering any third-party report.

Method. When a seller discloses no earnings, turn the valuation around. Solve for the earnings the price requires, express them in cases and channel mix an operator can test against the tasting room's own sales records, and set them beside what the market is doing. On a winery the answer usually shows that the price was set by the property, and that the loan will be set by the club.

If the Brand Stays With the Seller

If the trademark, club and inventory are not sold, the buyer acquires an equipped winery and tasting room with no wine of its own, no club and no history. That is a start-up, not a change of ownership: Appendix 15's historical coverage test does not apply, the lender underwrites on projections, and a red wine made from the next harvest will not be ready to sell for 18 to 24 months.

The surplus offers a way through. A new operator can buy finished Paso Robles wine in bulk, at asks of $10 to $12 a gallon, and bottle it under its own label within months, opening the tasting room with wine to sell while its own vintages age. Even so, the club starts at zero, and a start-up winery's losses in its first two years must be funded with equity or a reserve. As owner-occupied special-purpose property bought by a new business, the real estate would also fit an SBA 504 structure with 20 per cent equity, but the appraisal would support about $3.0 million, so the $750,000 by which the asking price exceeds it would be funded by the buyer in addition.

Where the Feasibility Conclusion and the Value Conclusion Meet

The valuation says the property is worth about $3.0 million and the business on it about $2.5 million, inventory included. The feasibility analysis says the business earns enough to carry about $1.69 million of SBA debt at 1.25 times, and that coverage falls below 1.00 times within three years on flat volumes. The two meet in the equity line: a buyer of the winery with its brand, club and inventory at the property's value funds 62.5 per cent of a $4.5 million project, because the real estate is priced for the setting and the business is priced by a contracting wine market. The determination is that the acquisition is supportable only as an equity-heavy purchase with the brand, club and inventory transferring, and that the $3.75 million asking price is not supportable on a conventional SBA structure unless the seller's returns show about 7,200 cases sold, mostly direct to consumers.

Risk Factors

The business may not be for sale. Broker materials conflict on whether the brand, club and inventory are offered, and without them the purchase is a start-up.

The income is unknown. Every operating figure is a benchmark until three years of returns, club records and case sales by channel replace it.

Direct sales are shrinking. Direct-to-consumer shipments fell a record 15 per cent in volume in 2025, and SVB expects weaker club retention and tasting room conversion in 2026.

The club may not follow the sale. Members join a family and a winemaker as much as a label, and churn is highest after a change of ownership.

Inventory is worth less than it cost. California has more bulk wine offered than buyers, and older vintages may have to be sold at a discount or distilled.

Water limits growth. The basin is critically overdrafted, new planting needs offsets, and pumping limits are possible.

Licences do not transfer automatically. A new TTB permit and ABC licence must be in place, or an interim arrangement agreed, before the new owner can make or sell wine.

Wildfire and insurance are unpriced. No public data on Central Coast winery insurance was found, and quotes must include wildfire and liquor liability cover.

The rules are summarised, not read. Every SOP 50 10 8.1 provision used here comes from secondary sources.

Conditions and Limitations

This is a model study prepared to illustrate feasibility and valuation method on a publicly listed property. It is not an appraisal, it was not prepared under an engagement, it was not prepared for any intended user other than the readers of this site, and no one should rely on it for any decision about the property. UnionMetric did not inspect the property, review its books or permits, or communicate with its owner, the listing broker, any buyer, San Luis Obispo County or any regulator.

The study relies on the extraordinary assumptions that the property is about 10.55 acres with an equipped, permitted winery, tasting room and residence; that the brand, trademark, club and inventory transfer in the tested case; that the use permit allows the modelled tasting room and event operations; that the wells serve the property's needs; and that the SOP 50 10 8.1 provisions apply as summarised in the cited sources. If any proves false, the conclusions may change. The operating profile, prices, channel mix, cost of goods, expenses, inventory, property tax, allocation, capitalisation rate and interest rate are UnionMetric assumptions. Figures are rounded, and totals may differ slightly from the sum of their parts.

What the Lender Received

In an engagement on this file, the lender would receive:

• A diligence request built around the asking price test: three years of tax returns and profit and loss statements, case sales by channel, club membership by tier with monthly churn, tasting room visits and conversion, and a signed statement of what the sale includes
• An inventory count by vintage and format, priced at cost and at market
• The county use permit file with event, attendance and case limits, the TTB and ABC records, and the plan for licences at closing
• Well logs, pump tests, basin status and the water offset position for any new planting, with FEMA and CAL FIRE determinations
• A dated tasting fee and club survey of the Willow Creek and Adelaida District competitors
• A going-concern appraisal by a qualified Certified General appraiser with the allocation to land, vineyard, buildings, residence, equipment, inventory and intangibles, and a credentialed business valuation
• The Appendix 15 coverage test under the blended amortisation, forward coverage, and sensitivity to club churn, channel shift and bulk wine prices
• A data verification register separating primary-verified, secondary and modelled figures

To discuss a winery, a vineyard or any change-of-ownership file, request a feasibility study.

Sources

• 2925 Anderson Road, Paso Robles, CA 93446, listing NS26149657, Vineyard Professional Real Estate, re-marketed 25 September 2026
• An original Paso Robles winery hits the market, Wine Industry Advisor, 19 November 2024
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