Should I worry if the seller's bank statements don't reconcile with their reported revenue?
Yes, a genuine mismatch between bank deposits and reported revenue is one of the more serious financial red flags in a business sale, and it deserves a real explanation, not a general reassurance. There are some benign reasons deposits and reported revenue don't perfectly line up — timing differences between when a sale is recorded and when payment actually clears, revenue collected through a third-party payment processor before being deposited in batches, or legitimate non-revenue deposits like loans or owner contributions — so a mismatch isn't automatic proof of anything improper.
What matters is whether the seller (or their accountant) can walk you through the gap specifically and show it reconciles once those factors are accounted for. A gap that remains unexplained after a proper walkthrough is a serious concern, since it can point to unreported cash revenue, revenue recorded that was never actually collected, or numbers assembled to look better than the underlying cash flow supports.
Have your accountant do a full reconciliation between bank records and reported revenue rather than accepting a general assurance that "it's close enough." A Treadstone business lawyer can help make this reconciliation a specific closing condition.
Key takeaways
- Bank deposits and reported revenue can differ for benign, timing-related reasons.
- The key test is whether the gap can actually be reconciled and explained, not just noted.
- An unexplained gap after a proper walkthrough is a serious red flag.
- Have your accountant do a full reconciliation rather than accepting a general assurance.