P&L Versus Tax Returns

searcher profile

January 15, 2026

by a searcher from Dartmouth College in Hollis, NH 03049, USA

I recently went under LOI and just had the opportunity to look through additional financial documents including tax returns. I've noticed that reported revenue on the 2023 and 2024 tax returns were 3.5% and 6% lower than the comparable number on the P&L. The net income level was 8.5% and 12.5% lower on the tax returns compared to the P&L. What gaps have searchers seen in the past? I saw a post on here where the numbers on the tax return were a quarter of the numbers they had based their bid on and this isn't that. Still, is this a big red flag? I imagine some of this may be due to technical factors like timing on December orders and deductions for company cars, but I don't think that explains the trend for both years. Thanks!
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commentor profile
Reply by a professional
from Case Western Reserve University in Philadelphia, PA, USA
1. Address why the tax returns are a bit different. Sub 10% may simply be some form of disorganization or accounting mistakes. This is very important to differentiate between an honest mistake and something intentional. The numbers are not huge (this isn't 30%) so get a feel for what is going on here 2. Take a look at bank statements, get a bit more clarity. Good idea to get a QoE 3. Gut feeling is this seems a bit of normal range for a small business happy to chat via DMs in more detail
commentor profile
Reply by a searcher
from Duke University in Tulsa, OK, USA
If the revenue is not matching that is a huge red flag that I would press immediately. You could have a deal killer before you spend too much on due diligence. If the net income doesn't match that could be due to add backs but it is the responsibility of the seller to explain and justify all add backs to a buyer. FYI, banks will never accept add backs when looking at financing so it will have to meet underwriting requirements based on the tax return.
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