8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2005

FREMONT MICHIGAN INSURACORP, INC.

(Exact name of registrant as specified in its charter)

Michigan	000-50926	42-1609947
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

933 E. Main St., Fremont, Michigan	49412
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (231) 924-0300

Not Applicable.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On March 24, 2005 Fremont Michigan InsuraCorp, Inc. (the “Company”) announced its Results of Operations for the fourth quarter and the fiscal year ended December 31, 2004. A copy of the Company’s press release announcing and commenting upon its results is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished herewith:

Exhibit Number	Description
99.1	Press release dated March 24, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Fremont Michigan InsuraCorp, Inc.
Date: March 24, 2005	By:	/s/ Richard E. Dunning
	Name:	Richard E. Dunning
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Company Contact:

Kevin Kaastra

Controller

Fremont Michigan InsuraCorp, Inc.

(231) 924-0300

Fremont Michigan InsuraCorp, Inc. Announces 4th Quarter and Full Year 2004 Earnings

Fremont, Michigan, March 24, 2005 – Fremont Michigan InsuraCorp., Inc. (OTCBB: FMMH) today reported its results of operations for the quarter and year ended December 31, 2004.

For the quarter ended December 31, 2004, the Company reported net income of $1,083,000, as compared to net income of $238,000 for the quarter ended December 31, 2003. Realized gains for the quarter were $381,000 compared to $177,000 for the same period in 2003. The Company’s combined ratio for the fourth quarter was 93.0%, compared to 96.2% for the fourth quarter of 2003. The Company reported net income of $903,000, or $1.05 per share, during the period after the stock offering which was October 16, 2004 to December 31, 2004.

Revenue for the fourth quarter was $9.3 million, an increase of 62% over the 2003 fourth quarter revenue of $5.8 million. Net premiums earned for the fourth quarter were $8.6 million, a 60% increase over net premiums earned of $5.4 million in the same period of 2003. Net premiums earned increased $778,000 during the quarter due to increased volume while the remaining increase of $2.5 million during the period is due to a reduction in ceded premiums earned under the Company’s quota share reinsurance agreement which was placed into runoff on December 31, 2003. Net investment income increased 50% to $292,000 as compared to $195,000 in the comparable period in 2003. The increase in investment income is due principally to increased investments purchased during 2004 coupled with the investment of the proceeds received from the issuance of shares in connection with the demutualization and stock offering completed on October 15, 2004.

For the year ended December 31, 2004, the Company reported net income of $1,513,000, as compared to net income of $226,000 for the comparable period in 2003. Realized gains for the year were $277,000 compared to a realized loss of $32,000 for the same period in 2003. The Company’s 2004 combined ratio was 96.6%, compared to 99.9% for 2003.

Revenue for the year ended December 31, 2004 was $28.7 million, an increase of 50% over the 2003 similar period revenue of $19.1 million. Net premiums earned for the year were $27.2 million, a 50% increase over net premiums earned of $18.1 million in the same period in 2003. Net premiums earned increased $3.1 million during the year due to increased volume while the remaining increase of $6.0 million during the period is due to a reduction in ceded premiums earned under the Company’s quota share reinsurance agreement which was placed into runoff on December 31, 2003. Net investment income for the year ended December 3l, 2004, increased 18% to $959,000 from $815,000 in the prior year.

The past year was a year of transition for the Company as it completed the demutualization and stock offering process which was a significant accomplishment and milestone for the Company. The Company was very pleased with the response and participation of policyholders, surplus note holders, agents and the public to our demutualization and stock offering, according to Richard Dunning, President and CEO. On October 15, 2004 Fremont Michigan InsuraCorp, Inc. sold approximately 862,000 shares of common stock at $10.00 per share which raised approximately $7.5 million in additional capital.

Another significant transition during 2004 was the runoff of the quota share reinsurance agreement. For several years the Company has utilized quota share reinsurance; however, on December 31, 2003 the Company placed the quota share coverage into runoff due to the program costs. The most significant impact during 2004 was the retention by the Company of additional earned premiums which in prior years would have been ceded to the quota share reinsurer.

The Company’s 2004 performance exceeded our operating plan despite higher than expected weather related losses during the first and third quarters of 2004. The Company’s combined ratio improved 3.3 percentage points to 96.6% in 2004 compared to 99.9% for 2003 which reinforces the decision made in late 2003 to place the quota share agreement into runoff. We believe the Company is in a strong position to continue to grow in the Michigan market. We expect to continue to focus on technology where it will make it easier and more efficient for our agents and policyholders to transact business with us while continuing to focus on the personal relationships that our agents and policyholders have enjoyed over the Company’s 129 year history.

Fremont Michigan InsuraCorp, Inc. is a holding company owning all of the common stock of Fremont Insurance Company. Headquartered in Fremont, Michigan, Fremont Insurance Company is a property and casualty insurer writing personal and commercial lines insurance on risks exclusively located in Michigan through 170 independent agencies. Its products include homeowners, automobile, mobile home, dwelling, farm, commercial, workers compensation and marine.

Certain of the statements contained herein (other than statements of historical facts) are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. These forward- looking statements are subject to change and uncertainty that are, in many instances, beyond the company’s control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect on Fremont Michigan InsuraCorp, Inc. There can be no assurance that future developments will be in accordance with management’s expectations so that the effect of future developments on Fremont Michigan InsuraCorp, Inc. will be those anticipated by management. Actual financial results including premium growth and underwriting results could differ materially from those anticipated by Fremont Michigan InsuraCorp, Inc. depending on the outcome of certain factors, which may include changes in property and casualty loss trends and reserves; catastrophe losses; the insurance product pricing environment; changes in applicable law; government regulation and changes therein that may impede the ability to charge adequate rates; changes in accounting principles; performance of the financial markets; fluctuations in interest rates; availability and price of reinsurance; and the status of the labor markets in which the company operates.

Consolidated Statements of Operations

	Quarter ended December 31,
	2004			2003
	(unaudited)			(unaudited)
Revenues:
Net premiums earned	$	8,620,003		$	5,384,859
Net investment income		292,219			195,309
Net realized gains on investments		381,498			177,138
Other income, net		54,866			20,288
Total revenues		9,348,586			5,777,594
Expenses:
Losses and loss adjustment expenses, net		5,026,090			3,167,317
Policy acquisition and other underwriting expenses		2,988,744			2,013,740
Interest expense		88,332			147,977
Demutualization expenses		158,861			175,479
Total expenses		8,262,027			5,504,513
Loss before federal income tax benefit		1,086,559			273,081
Federal income tax expense		3,452			35,076
Net income	$	1,083,107		$	238,005
	For the Period October 16 through December 31
Net income after conversion	$	902,711			N/A
Basic income per share after conversion	$	1.05			N/A
Diluted income per share after conversion	$	1.05			N/A
Supplementary financial data:
Combined ratio		93.0	%		96.2	%

	Year ended December 31,
	2004			2003
	(unaudited)
Revenues:
Net premiums earned	$	27,195,990		$	18,098,547
Net investment income		958,702			815,129
Net realized gains (losses) on investments		276,520			(31,829	)
Other income, net		231,710			207,916
Total revenues		28,662,922			19,089,763
Expenses:
Losses and loss adjustment expenses, net		16,974,044			11,370,173
Policy acquisition and other underwriting expenses		9,308,875			6,706,451
Interest expense		486,963			576,704
Demutualization expenses		302,050			175,479
Total expenses		27,071,932			18,828,807
Loss before federal income tax benefit		1,590,990			260,956
Federal income tax expense		78,452			35,076
Net income	$	1,512,538		$	225,880
	For the Period October 16 through December 31
Net income after conversion	$	902,711			N/A
Basic income per share after conversion	$	1.05			N/A
Diluted income per share after conversion	$	1.05			N/A
Supplementary financial data:
Combined ratio		96.6	%		99.9	%

Consolidated Balance Sheet

	December 31,
	2004		2003
	(unaudited)
Assets
Investments:
Fixed maturities available for sale, at fair value	$	37,205,694	$	25,044,458
Equity securities available for sale, at fair value		5,071,758		2,759,918
Total investments		42,277,452		27,804,376
Cash and cash equivalents		3,672,254		6,977,804
Receivable from sale of investments		739,150		—
Premiums due from policyholders, net		6,846,286		6,647,176
Amounts due from reinsurers		10,879,642		16,985,726
Accrued investment income		398,208		298,598
Property and equipment, net of accumulated depreciation		848,103		802,016
Deferred policy acquisition costs		2,860,621		294,530
Deferred equity offering costs		—		173,710
Note receivable from related party		136,262		140,000
Other assets		3,136		3,890
	$	68,661,114	$	60,127,826
Liabilities and Stockholders’ Equity
Liabilities:
Losses and loss adjustment expenses	$	18,972,587	$	13,878,063
Unearned premiums		19,675,548		18,541,522
Reinsurance funds withheld and premiums ceded payable		3,018,710		8,226,627
Accrued expenses and other liabilities		6,798,772		5,970,102
Surplus notes		2,890,288		5,264,333
Total liabilities		51,355,905		51,880,647
Commitments and contingencies
Stockholders’ Equity
Preferred stock, no par value, authorized 4,500,000 shares, no shares issued and outstanding		—		—
Class A common stock, no par value, authorized 5,000,000 shares, 862,128 shares issued and outstanding		—		—
Class B common stock, no par value, authorized 500,000 shares, no shares issued and outstanding		—		—
Additional paid-in capital		7,512,913		—
Retained earnings		9,213,811		7,701,273
Accumulated other comprehensive income:
Net unrealized gains on investments		578,485		545,906
Total stockholders’ equity		17,305,209		8,247,179
Total liabilities and stockholders’ equity	$	68,661,114	$	60,127,826