GRAYSCALE LITECOIN TRUST The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles inthe United States ("U.S. GAAP"). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under "Part II, Item 1A. Risk Factors" in this Quarterly Report, or in "Part I, Item 1A. Risk Factors" and "Forward-Looking Statements" or other sections of our Annual Report on Form 10-K for the year endedJune 30, 2022 .
Trust Overview
The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds LTC and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of LTC. As a passive investment vehicle, the Trust's investment objective is for the value of the Shares (based on LTC per Share) to reflect the value of LTC held by the Trust, determined by reference to the Index Price, less the Trust's expenses and other liabilities. To date, the Trust has not met its investment objective and the Shares quoted on OTCQX have not reflected the value of LTC held by the Trust, less the Trust's expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial. The Trust is not managed like a business corporation or an active investment vehicle.
Critical Accounting Policies and Estimates
Investment Transactions and Revenue Recognition
The Trust considers investment transactions to be the receipt of LTC for Share creations and the delivery of LTC for Share redemptions or for payment of expenses in LTC. At this time, the Trust is not accepting redemption requests from shareholders. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor's Fee in LTC.
Principal Market and Fair Value Determination
To determine which market is the Trust's principal market (or in the absence of
a principal market, the most advantageous market) for purposes of calculating
the Trust's net asset value ("NAV"), the Trust follows Financial Accounting
Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, which
outlines the application of fair value accounting. ASC 820-10 determines fair
value to be the price that would be received for LTC in a current sale, which
assumes an orderly transaction between market participants on the measurement
date. ASC 820-10 requires the Trust to assume that LTC is sold in its principal
market to market participants or, in the absence of a principal market, the most
advantageous market. Market participants are defined as buyers and sellers in
the principal or most advantageous market that are independent, knowledgeable,
and willing and able to transact.
Effective October 3, 2022 , the Sponsor entered into a Participant Agreement with
Grayscale Securities , a wholly owned subsidiary of the Sponsor and an affiliate
and related party of the Trust, pursuant to which Grayscale Securities has
agreed to act as an Authorized Participant of the Trust. The Participant
Agreement provides the procedures for the creation of Shares of the Trust
through the Authorized Participant, which are substantially similar to the
procedures for the creation of Shares set forth in the Trust's existing
participant agreement with Genesis, except that the Authorized Participant may
engage a Liquidity Provider to source LTC on behalf of the Authorized
Participant in connection with the creation of Shares. Effective October 3,
2022 , Grayscale Securities is the only acting Authorized Participant of the
Trust. Grayscale Securities has engaged Genesis as a Liquidity Provider.
The Trust only receives LTC in connection with a creation order from the
Authorized Participant and does not itself transact on any Digital Asset
Markets. Therefore, the Trust looks to market-based volume and level of activity
for Digital Asset Markets and may look to an Authorized Participant, or an
Authorized Participant's Liquidity Provider(s), when assessing entity-specific
volume and level of activity for Digital Asset Markets. The Authorized
Participant(s), or a Liquidity Provider on behalf of the Authorized
Participant(s), may transact in a Brokered Market, a Dealer Market,
Principal-to-Principal Markets and Exchange Markets, each as defined in the FASB
ASC Master Glossary. In determining which of the eligible Digital Asset Markets
is the Trust's principal market, the Trust reviews these criteria in the
following order:
•
First, the Trust reviews a list of Digital Asset Markets and excludes any Digital Asset Markets that are non-accessible to the Trust and the Authorized Participant(s). As ofSeptember 30, 2022 , neither the Trust nor the Authorized Participant(s) has access to Digital Asset Exchanges that do not have a BitLicense, which would require a Digital Asset Exchange to follow anti-money laundering ("AML") and know-your-customer ("KYC") procedures, and have access only to non-Digital Asset 16 --------------------------------------------------------------------------------
Exchange Markets that the Authorized Participant reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.
•
Second, the Trust sorts the remaining Digital Asset Markets from high to low by entity-specific and market-based volume and activity of LTC traded on each Digital Asset Market in the trailing twelve months.
•
Third, the Trust then reviews intra-day pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
•
Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market volume, activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Exchange Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Exchange Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result of the aforementioned analysis, an Exchange Market has been selected as the Trust's principal market. The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market's trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market. The cost basis of the investment in LTC recorded by the Trust for financial reporting purposes is the fair value of LTC at the time of transfer. The cost basis recorded by the Trust may differ from proceeds collected by an Authorized Participant from the sale of the corresponding Shares to investors.
Investment Company Considerations
The Trust is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services - Investment Companies. The Trust uses fair value as its method of accounting for LTC in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Review of Financial Results (unaudited)
Financial Highlights for the Three Months Ended
(All amounts in the following table and the subsequent paragraphs, except Share, per Share, LTC and price of LTC amounts, are in thousands)
Three Months Ended
2022 2021
Net realized and unrealized gain on investment in LTC $ 3,763 $
16,339
Net increase in net assets resulting from operations $ 3,214 $ 14,778 Net assets $ 82,611 $ 238,471 Net realized and unrealized gain on investment in LTC for the three months endedSeptember 30, 2022 was$3,763 which includes a realized loss of$(357) on the transfer of LTC to pay the Sponsor's Fee and net change in unrealized appreciation on investment in LTC of$4,120 . Net realized and unrealized gain on investment in LTC for the period was driven by LTC price appreciation from$51.43 per LTC as ofJune 30, 2022 to$53.85 per LTC as ofSeptember 30, 2022 . Net increase in net assets resulting from operations was$3,214 for the three months endedSeptember 30, 2022 , which consisted of the net realized and unrealized gain on investment in LTC, less the Sponsor's Fee of$549 . Net assets increased to$82,611 atSeptember 30, 2022 , a 4% increase for the three-month period. The increase in net assets resulted from the aforementioned LTC price appreciation, partially offset by the withdrawal of approximately 9,698 LTC to pay the foregoing Sponsor's Fee. Net realized and unrealized gain on investment in LTC for the three months endedSeptember 30, 2021 was$16,339 which includes a realized gain of$639 on the transfer of LTC to pay the Sponsor's Fee and net change in unrealized appreciation on investment in LTC of$15,700 . Net realized and unrealized gain on investment in LTC for the period was driven by LTC price appreciation from$141.61 per LTC as ofJune 30, 2021 to$151.61 per LTC as ofSeptember 30, 2021 . Net increase in net assets resulting from operations was 17 --------------------------------------------------------------------------------$14,778 for the three months endedSeptember 30, 2021 , which consisted of the net realized and unrealized gain on investment in LTC, less the Sponsor's Fee of$1,561 . Net assets increased to$238,471 atSeptember 30, 2021 , a 9% increase for the three-month period. The increase in net assets resulted from the LTC price appreciation and the contribution of approximately 36,070 LTC with a value of$4,659 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 9,884 LTC to pay the foregoing Sponsor's Fee.
Cash Resources and Liquidity
The Trust has not had a cash balance at any time since inception. When selling
LTC, Incidental Rights and/or IR Virtual Currency in the Digital Asset Market to
pay Additional Trust Expenses on behalf of the Trust, the Sponsor endeavors to
sell the exact number of LTC, Incidental Rights and/or IR Virtual Currency
needed to pay expenses in order to minimize the Trust's holdings of assets other
than LTC. As a consequence, the Sponsor expects that the Trust will not record
any cash flow from its operations and that its cash balance will be zero at the
end of each reporting period. Furthermore, the Trust is not a party to any
off-balance sheet arrangements.
In exchange for the Sponsor's Fee, the Sponsor has agreed to assume most of the
expenses incurred by the Trust. As a result, the only ordinary expense of the
Trust during the periods covered by this Quarterly Report was the Sponsor's Fee.
The Trust is not aware of any trends, demands, conditions or events that are
reasonably likely to result in material changes to its liquidity needs.
Selected Operating Data
Three Months Ended September 30,
2022 2021
(All LTC balances arerounded to the nearest whole
LTC)
LTC:
Opening balance 1,543,786 1,546,739
Creations - 36,070
Sponsor's Fee, related party (9,698 ) (9,884 )
Closing balance 1,534,088 1,572,925
Accrued but unpaid Sponsor's Fee, related party - -
Net closing balance 1,534,088 1,572,925
Number of Shares:
Opening balance 17,204,700 16,812,000
Creations - 392,700
Closing balance 17,204,700 17,204,700
As of September 30,
2022 2021
Price of LTC on principal market(1)
$ 4.80 $ 13.86 Index Price$ 53.87 $ 151.87
(1)
The Trust performed an assessment of the principal market atSeptember 30, 2022 and 2021, and identified the principal market as Coinbase Pro. (2) As ofSeptember 30, 2022 and 2021 the NAV per Share was calculated using the fair value of LTC based on the price provided by Coinbase Pro, the Digital Asset Exchange that the Trust currently considers its principal market, as of4:00 p.m. ,New York time, on the valuation date. (3)The Trust's Digital Asset Holdings per Share is derived from the Index Price as represented by the Index as of4:00 p.m. ,New York time, on the valuation date.The Trust's Digital Asset Holdings per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Exchanges. See "Item 1. Business-Overview of the LTC Industry and Market-LTC Value-The Index and the Index Price" in the Trust's Annual Report on Form 10-K for a description of the Index and the Index Price. EffectiveJuly 23, 2022 , the Index Provider added FTX.US to the Index due to the exchange meeting the minimum liquidity requirements and did not remove any Constituent Exchanges as part of its scheduled quarterly review. The Digital Asset Exchanges used to calculate the Index Price as ofSeptember 30, 2022 were Coinbase Pro,Bitstamp , Kraken, LMAX Digital, and FTX.US. As ofSeptember 30, 2021 , the Digital Asset Exchanges used to calculate the Index Price consisted of Coinbase Pro,Bitstamp , Kraken, and LMAX Digital. See "Item 1. Business-Valuation of LTC and Determination of the Trust's 18 --------------------------------------------------------------------------------
For accounting purposes, the Trust reflects creations and the LTC receivable with respect to such creations on the date of receipt of a notification of a creation but does not issue Shares until the requisite number of LTC is received. At this time, the Trust is not accepting redemption requests from shareholders. Subject to receipt of regulatory approval from theSEC and approval by the Sponsor in its sole discretion, the Trust may in the future operate a redemption program. The Trust currently has no intention of seeking regulatory approval to operate an ongoing redemption program. As ofSeptember 30, 2022 , the Trust had a net closing balance with a value of$82,641,319 , based on the Index Price (non-GAAP methodology). As ofSeptember 30, 2022 , the Trust had a total market value of$82,610,637 , based on the principal market (Coinbase Pro). As ofSeptember 30, 2021 , the Trust had a net closing balance with a total value of$238,880,111 , based on the Index Price (non-GAAP methodology). As ofSeptember 30, 2021 , the Trust had a total market value of$238,471,150 , based on the principal market (Coinbase Pro).
Historical
As movements in the price of LTC will directly affect the price of the Shares, investors should understand recent movements in the price of LTC. Investors, however, should also be aware that past movements in the LTC price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.
The following chart illustrates the movement in the
[[Image Removed: img85745854_0.jpg]]
The following table illustrates the movements in the Index Price from the
beginning of the Trust's operations on March 1, 2018 to September 30, 2022 .
Since the beginning of the Trust's operations, the Index Price has ranged from
$22.48 to $371.71 , with the straight average being $97.70 through September 30,
2022 . The Sponsor has not observed a material difference between the Index Price
and average prices from the constituent Digital Asset Exchanges individually or
as a group.
19
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High Low
Last
End of business
Period Average Index Price Date Index Price Date period day
March 1, 2018 (the first
Creation Basket of the
Trust) to September 30,
2018 $ 106.61 $ 213.58 3/1/2018 $ 51.26 9/11/2018 $ 60.80 $ 64.85
Twelve months ended
September 30, 2019 $ 66.76 $ 142.00 6/22/2019 $ 22.48 12/14/2018 $ 55.72 $ 55.72
Twelve months ended
September 30, 2020 $ 50.69 $ 82.52 2/14/2020 $ 32.16 3/16/2020 $ 45.92 $ 45.92
Twelve months ended
September 30, 2021 $ 156.72 $ 371.71 5/11/2021 $ 44.77 10/2/2020 $ 151.87 $ 151.87
Twelve months ended
September 30, 2022 $ 111.53 $ 275.50 11/10/2021 $ 42.68 6/18/2022 $ 53.87 $ 53.87
March 1, 2018 (the first
Creation Basket of the
Trust) to September 30,
2022 $ 97.70 $ 371.71 5/11/2021 $ 22.48 12/14/2018 $ 53.87 $ 53.87
The following table illustrates the movements in the Digital Asset Market price
of LTC, as reported on the Trust's principal market, from the beginning of the
Trust's operations on March 1, 2018 to September 30, 2022 . Since the beginning
of the Trust's operations, the price of LTC has ranged from $22.47 to $371.96 ,
with the straight average being $97.71 through September 30, 2022 .
High Low
Digital Digital
Asset Asset Last
Market Market End of business
Period Average Price Date Price Date period day
March 1, 2018 (the first
Creation Basket of the
Trust) to September 30,
2018 $ 106.65 $ 213.49 3/1/2018 $ 51.26 9/11/2018 $ 60.91 $ 64.74
Twelve months ended
September 30, 2019 $ 66.77 $ 141.89 6/22/2019 $ 22.47 12/14/2018 $ 55.71 $ 55.71
Twelve months ended
September 30, 2020 $ 50.69 $ 82.52 2/14/2020 $ 32.27 3/16/2020 $ 45.88 $ 45.88
Twelve months ended
September 30, 2021 $ 156.73 $ 371.96 5/11/2021 $ 44.75 10/2/2020 $ 151.61 $ 151.61
Twelve months ended
September 30, 2022 $ 111.53 $ 275.95 11/10/2021 $ 42.61 6/18/2022 $ 53.85 $ 53.85
March 1, 2018 (the first
Creation Basket of the
Trust) to September 30,
2022 $ 97.71 $ 371.96 5/11/2021 $
22.47
The following chart sets out the historical closing prices for the Shares as
reported by OTCQX and the
LTCN Premium/(Discount): LTCN Share Price vs.Digital Asset Holdings per Share ($) [[Image Removed: img85745854_1.jpg]] 20
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The following chart sets out the historical premium and discount for the Shares
as reported by OTCQX and the
LTCN Premium/(Discount): LTCN Share Price vs.Digital Asset Holdings per Share (%) [[Image Removed: img85745854_2.jpg]] 21
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