10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

No. 000-50926

(Commission File Number)

FREMONT MICHIGAN INSURACORP, INC.

(Exact name of Registrant as specified in its charter)

Michigan	42-1609947
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
933 E. Main St., Fremont, Michigan	49412
(Address of principal executive offices)	(Zip Code)

(231) 924-0300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).     Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Number of Shares Outstanding as of November 3, 2009
COMMON STOCK (No Par Value)	1,747,159
(Title of Class)	(Outstanding Shares)

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statement of Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
Item 4T.	Controls and Procedures	33
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Submission of Matters to a Vote of Security Holders	34
Item 5.	Other Information	34
Item 6.	Exhibits	34
SIGNATURES		34

2

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Balance Sheets (Unaudited)

September 30, 2009 and December 31, 2008

	September 30, 2009		December 31, 2008
Assets
Investments:
Fixed maturities available for sale, at fair value	$	56,436,776	$	53,958,783
Equity securities available for sale, at fair value		10,426,675		4,560,368
Mortgage loans on real estate from related parties		241,063		247,000
Total investments		67,104,514		58,766,151
Cash and cash equivalents		6,763,491		6,576,564
Receivable from investments		13,644		—
Premiums due from policyholders, net		9,999,994		8,888,334
Amounts due from reinsurers		7,919,245		6,844,407
Prepaid reinsurance premiums		2,055,485		465,006
Accrued investment income		566,474		594,776
Deferred policy acquisition costs		3,875,902		3,596,147
Deferred federal income taxes		2,955,744		4,741,726
Property and equipment, net of accumulated depreciation		2,537,704		2,455,766
Other assets		7,409		30,670
	$	103,799,606	$	92,959,547
Liabilities and Stockholders’ Equity
Liabilities:
Losses and loss adjustment expenses	$	21,879,855	$	21,369,524
Unearned premiums		27,358,865		25,455,624
Reinsurance balances payable		47,117		161,845
Accrued expenses and other liabilities		9,894,326		6,657,625
Total liabilities		59,180,163		53,644,618
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, 1,747,159 and 1,740,154 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively		—		—
Class B common stock, no par value, authorized 500,000 shares, no shares issued and outstanding		—		—
Additional paid-in capital		8,955,852		8,653,443
Retained earnings		34,521,250		32,507,143
Accumulated other comprehensive income (loss)		1,142,341		(1,845,657	)
Total stockholders’ equity		44,619,443		39,314,929
Total liabilities and stockholders’ equity	$	103,799,606	$	92,959,547

The accompanying notes are an integral part of the consolidated financial statements.

3

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2009		2008			2009		2008
Revenues:
Net premiums earned	$	13,561,708	$	12,066,502		$	39,580,197	$	35,061,830
Net investment income		533,649		563,572			1,473,814		1,614,847
Net realized gains (losses) on investments		51,974		(351,782	)		263,468		(193,180	)
Other income, net		163,478		152,401			486,829		439,229
Total revenues		14,310,809		12,430,693			41,804,308		36,922,726
Expenses:
Losses and loss adjustment expenses, net		7,940,906		6,559,562			25,935,476		19,806,639
Policy acquisition and other underwriting expenses		4,237,706		3,941,913			12,608,286		12,018,546
Total expenses		12,178,612		10,501,475			38,543,762		31,825,185
Income before federal income tax expense		2,132,197		1,929,218			3,260,546		5,097,541
Federal income tax expense		664,312		627,352			929,846		1,574,235
Net income	$	1,467,885	$	1,301,866		$	2,330,700	$	3,523,306
Earnings per share
Basic	$	.84	$	.74		$	1.33	$	1.98
Diluted	$	.82	$	.72		$	1.31	$	1.94

The accompanying notes are an integral part of the consolidated financial statements.

4

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Statement of Stockholders’ Equity (Unaudited)

For the Nine Months Ended September 30, 2009

	Common Stock Class A (Number of Shares)		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance, December 31, 2008	1,740,154		$	8,653,443		$	32,507,143		$	(1,845,657	)	$	39,314,929
Comprehensive income:
Net income							2,330,700						2,330,700
Net unrealized gains on investments, net of tax										3,029,908			3,029,908
Amortization of prior service credit, net of tax										(42,411	)		(42,411	)
Amortization of net actuarial loss, net of tax										501			501
Total comprehensive income													5,318,698
Common stock issued	22,195			281,956									281,956
Common stock repurchased	(15,190	)		(72,759	)		(158,759	)					(231,518	)
Tax benefit from stock options exercised				2,319									2,319
Cash dividend							(157,834	)					(157,834	)
Stock-based compensation				90,893									90,893
Balance, September 30, 2009	1,747,159		$	8,955,852		$	34,521,250		$	1,142,341		$	44,619,443

The accompanying notes are an integral part of the consolidated financial statements.

5

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2009 and 2008

	2009			2008
Cash flows from operating activities:
Net income	$	2,330,700		$	3,523,306
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		684,387			876,247
Deferred federal income taxes		246,713			(132,313	)
Stock based compensation expense		90,893			78,011
Net realized (gains) losses on investments		(263,468	)		193,180
Net amortization of premiums on investments		249,959			167,362
Excess tax benefit from stock options exercised		(2,319	)		(6,681	)
Changes in assets and liabilities:
Premiums due from policyholders		(1,111,660	)		(913,797	)
Amounts due from reinsurers		(1,074,838	)		554,174
Prepaid reinsurance premiums		(1,590,479	)		(150,460	)
Accrued investment income		28,302			(79,034	)
Deferred policy acquisition costs		(279,755	)		(217,264	)
Other assets		17,361			38,529
Losses and loss adjustment expenses		510,331			134,314
Unearned premiums		1,903,241			2,245,883
Reinsurance balances payable		(114,728	)		(150,798	)
Accrued expenses and other liabilities		2,213,376			1,576,404
Net cash provided by operating activities		3,838,016			7,737,063
Cash flows from investing activities:
Proceeds from sales and maturities of fixed maturity investments		15,362,196			9,786,923
Proceeds from sales of equity investments		815,582			535,853
Purchases of fixed maturity investments		(15,247,633	)		(14,500,352	)
Purchases of equity investments		(4,670,168	)		(547,517	)
Change in receivable/payable from investments		948,499			—
Repayment of mortgage loan on real estate from related party		5,937			5,444
Proceeds from sale of property and equipment		16,150			—
Purchase of property and equipment, net		(776,575	)		(876,165	)
Net cash used in investing activities		(3,546,012	)		(5,595,814	)
Cash flows from financing activities:
Proceeds from issuance of common stock		281,956			9,383
Share repurchases of common stock		(231,518	)		(372,900	)
Dividends paid to stockholders		(157,834	)		(53,134	)
Tax benefit from exercised stock options		2,319			6,681
Net cash used in financing activities		(105,077	)		(409,970	)
Net increase in cash and cash equivalents		186,927			1,731,279
Cash and cash equivalents, beginning of period		6,576,564			4,033,158
Cash and cash equivalents, end of period	$	6,763,491		$	5,764,437

The accompanying notes are an integral part of the consolidated financial statements.

6

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

Fremont Michigan InsuraCorp, Inc. and subsidiary (collectively, the “Company”) includes Fremont Michigan InsuraCorp, Inc. (“FMIC”) and its wholly owned subsidiary Fremont Insurance Company (“FIC”). FIC is a Michigan licensed property and casualty insurance carrier operating exclusively in the State of Michigan and writing principally personal lines, commercial lines, farm and marine insurance policies through independent agents.

The accompanying unaudited consolidated financial statements which include the accounts of FMIC and its wholly-owned subsidiary, FIC, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany transactions have been eliminated.

The accompanying consolidated financial statements for the interim periods included herein are unaudited; however, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to a fair presentation of the financial position, results of operations, and cash flows for the interim periods. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year. The December 31, 2008 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The accompanying unaudited consolidated financial statements should be read with the annual consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. New Accounting Standards

Adopted Accounting Standards

In December 2007, a new accounting standard was issued which significantly changed the financial accounting and reporting of business combination transactions. The new accounting standard established principles for how an acquirer recognizes and measures the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The new accounting standard is effective for acquisition dates on or after the beginning of an entity’s first year that begins after December 15, 2008. Therefore, the effects of the adoption of the new accounting standard will depend upon the extent and magnitude of acquisitions after December 31, 2008.

In 2006, a new accounting standard was issued which provided guidance for using fair value to measure assets and liabilities and enhanced disclosures about fair value measurements. The new accounting standard, which became effective for us on January 1, 2008 for financial assets and financial liabilities, applies whenever other accounting standards require, or permit, assets or liabilities to be measured at fair value. The accounting standard did not expand the use of fair value in any new circumstances and therefore, did not have an impact on our financial position, results of operations or cash flows. The accounting standard established a fair value hierarchy that prioritizes the observable and unobservable inputs to valuation techniques used to measure fair value into three levels. Quantitative and qualitative disclosures focus on the inputs used to measure fair value for these measurements and the effect of these measurements in the financial statements. The required disclosures concerning inputs used to measure fair value are disclosed in Note 3 - Investments. Effective January 1, 2009, the Company adopted the provisions of this accounting standard related to all non-financial assets and non-financial liabilities. This adoption did not have any impact on our consolidated financial statements.

In February 2007, a new accounting standard was issued which provided conforming amendments to previously issued accounting standards related to accounting for defined benefit pension and other postretirement plans. The conforming amendments made by this new accounting standard were effective as of December 31, 2008. The implementation of this new accounting standard did not have a material impact on the Company’s consolidated financial statements.

In December 2007, a new accounting standard was issued which expresses the current view of the SEC staff that it will accept a company’s election to use the simplified method discussed in a previously issued accounting standard for estimating the expected term of “plain vanilla” share options regardless of whether the company has sufficient information to make more refined estimates. The staff noted that it understands that detailed information about employee exercise patterns may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The implementation of this new accounting standard did not have a material impact on the Company’s consolidated financial statements.

7

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

In 2007, a new accounting standard was issued whereby the Company is permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We implemented this new accounting standard effective January 1, 2008 and elected not to measure any eligible items using the fair value option in accordance with this accounting standard. We believe the current accounting is appropriate for our investments as we have the intent and ability to hold our investments for the long-term, therefore, this new accounting standard did not have any impact on our consolidated financial condition or results of operations.

In December 2007, a new accounting standard was issued which established accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. This new accounting standard also established disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This new accounting standard, which became effective for us on January 1, 2009, did not have a material impact on our consolidated financial statements.

In March 2008, a new accounting standard was issued which amended and expanded the disclosure requirements of a previously issued accounting standard related to the accounting for derivative instruments and hedging activities. The new accounting standard requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. This new accounting standard, which became effective for us on January 1, 2009, did not affect our consolidated financial condition or results of operations, but may require additional disclosures if we enter into derivative and hedging activities.

In April 2009, a new accounting standard was issued which amends the recognition guidance for other-than-temporary impairments (OTTI) of debt securities and expands the financial statement disclosures for OTTI on debt and equity securities. We adopted this new accounting standard in the second quarter of 2009.

This new accounting standard states that an OTTI write-down of debt securities, where fair value is below amortized cost, is triggered in circumstances where (1) an entity has the intent to sell a security, (2) it is more-likely-than-not that the entity will be required to sell the security before recovery of its amortized cost basis, or (3) the entity does not expect to recover the entire amortized cost basis of the security. If an entity intends to sell a security or if it is more-likely-than-not the entity will be required to sell the security before recovery, an OTTI write-down is recognized in earnings equal to the difference between the security’s amortized cost and its fair value. If an entity does not intend to sell the security or it is not more-likely-than-not that it will be required to sell the security before recovery, the OTTI write-down is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to all other factors, which is recognized in other comprehensive income.

This new accounting standard requires that companies record, as of the beginning of the interim period of adoption, a cumulative-effect adjustment to reclassify the noncredit component of a previously recognized OTTI loss from retained earnings to other comprehensive income if the company does not intend to sell the security and it is more-likely-than-not that the company will not be required to sell the security before recovery of its amortized cost basis. The adoption had no impact on our financial position or results of operations. We had no cumulative-effect adjustment upon adoption at the beginning of the second quarter.

In April 2009, a new accounting standard was issued related to determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. Our adoption of this new accounting standard was effective April 1, 2009. The new accounting standard reaffirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The new accounting standard also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. The adoption did not impact our financial position or results of operations.

In April 2009, a new accounting standard was issued related to interim disclosures about fair value of financial instruments. The new accounting standard requires disclosing qualitative and quantitative information about the fair value of all financial instruments on a quarterly basis, including methods and significant assumptions used to estimate fair value during the period. These disclosures were previously only done annually. The disclosures required by the new accounting standard were effective for the quarter ending June 30, 2009 and are included in Note 4 - Fair Value Measurements to the unaudited consolidated financial statements.

8

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

In May 2009, a new accounting standard was issued related to subsequent events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The new accounting standard is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this standard did not have any impact on our results of operations or financial position. We have evaluated subsequent events through November 10, 2009, the date the financial statements were issued.

In June 2009, a new accounting standard was issued related to Accounting Standards Codification^™ and the hierarchy of Generally Accepted Accounting Principles. The new accounting standard establishes the Financial Accounting Standard Board Accounting Standard Codification^™ (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles in the United States (U.S. GAAP). All guidance contained in the Codification carries an equal level of authority. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. On the effective date of this new accounting standard, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. The new accounting standard is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The implementation of this new accounting standard did not have an impact on the Company’s results of operations or financial position.

Prospective Accounting Standards

In June 2009, a new accounting standard was issued related to the accounting for transfers of financial assets, which updates accounting for securitizations and special-purpose entities. The new accounting standard is a revision to a previously issued accounting standard related to accounting for transfers and servicing of financial assets and extinguishments of liabilities, and will require additional information regarding financial asset transfers, including securitization transactions, and the presence of continuing exposure around the risks related to transferred financial assets. In addition, the new accounting standard removes the concept of a qualifying special-purpose entity from a previously issued accounting standard and removes the exception from applying a previously issued accounting standard, to variable interest entities that are qualifying special-purpose entities. The new accounting standard is a revision to a previously issued accounting standard and modifies a Company’s determination of consolidating an entity that is insufficiently capitalized or is not controlled through voting or similar ownership rights. The new accounting standard will be effective January 1, 2010, and will be effective for interim periods within the first annual reporting period. Earlier application is prohibited. We do not expect the implementation this new accounting standard to have a significant impact on our financial statements.

In June 2009, new accounting guidance was issued which 1) replaces the quantitative-based risks and rewards calculation for determining whether an enterprise is the primary beneficiary in a variable interest entity with an approach that is primarily qualitative, 2) requires ongoing assessments whether an enterprise is the primary beneficiary of a variable interest entity, and 3) requires additional disclosure about an enterprise’s involvement in variable interest entities. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2009. We do not expect the adoption of this guidance to have a material impact on our financial statements.

In August 2009, new accounting guidance was issued for the fair value measurement of liabilities. The new guidance provides clarification, that in certain circumstances in which a quoted price in an active market for the identical liability is not available, a company is required to measure fair value using one or more of the following valuation techniques: the quoted price of the identical liability when traded as an asset, the quoted prices for similar liabilities or similar liabilities when traded as assets, and/or another valuation technique that is consistent with the principles of fair value measurements. The new guidance clarifies that a company is not required to include an adjustment for restrictions that prevent the transfer of the liability and if an adjustment is applied to the quoted price used in a valuation technique; the result is a Level 2 or 3 fair value measurement. The new guidance is effective for the company October 1, 2009. We do not expect the implementation of the new guidance to have a significant impact on our financial statements.

9

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

3. Investments

Our investment portfolio includes fixed maturity debt securities and equity securities including common stocks and mutual funds. At September 30, 2009 and December 31, 2008, all of the Company’s investments are classified as available-for-sale and are available to be sold in response to the Company’s liquidity needs, changes in market interest rates and asset-liability management strategies, among others. The cost or amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of investments at September 30, 2009 and December 31, 2008 are as follows:

	September 30, 2009
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Fixed maturities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	6,801,642	$	152,942	$	—	$	6,954,584
States and political subdivisions		22,244,688		1,237,783		7,104		23,475,367
Corporate securities		12,368,308		324,019		—		12,692,327
Mortgage-backed securities		13,093,921		293,515		72,938		13,314,498
		54,508,559		2,008,259		80,042		56,436,776
Equity securities		11,543,865		495,129		1,612,319		10,426,675
Total	$	66,052,424	$	2,503,388	$	1,692,361	$	66,863,451

	December 31, 2008
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Fixed maturities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	9,088,700	$	293,127	$	—	$	9,381,827
States and political subdivisions		23,010,088		224,481		721,766		22,512,803
Corporate securities		5,116,362		49,142		71,830		5,093,674
Mortgage-backed securities		17,378,907		304,940		713,368		16,970,479
		54,594,057		871,690		1,506,964		53,958,783
Equity securities		7,704,834		—		3,144,466		4,560,368
Total	$	62,298,891	$	871,690	$	4,651,430	$	58,519,151

At September 30, 2009, corporate securities accounted for 22% of our fixed maturity portfolio, mortgage backed securities were 24%, states and political subdivisions (tax-exempt municipal) were 42% and U. S. government and government agency bonds were 12%. At September 30, 2009, our equity portfolio included both mutual funds (61%) and stocks (39%). The mutual funds, as a percentage of total equities were spread among the following mutual fund types: large-cap – 15%, mid-cap – 17%, small-cap – 15%, specialty – 2%, and international – 12%. Sector allocation for stocks is as follows: basic materials 5%, bond equivalent 2%, communications 1%, consumer cyclical 3%, consumer non-cyclical 3%, energy 6%, financial 5%, healthcare 3%, industrials 3%, technology 7%, and utilities 1%.

At December 31, 2008, corporate securities accounted for 9% of our fixed maturity portfolio, mortgage backed securities were 32%, states and political subdivisions (including both taxable and tax-exempt municipal) were 42% and U. S. government and government agency bonds were 17%. At December 31, 2008, our equity portfolio, which consists entirely of mutual funds, was spread among the following mutual fund types: large-cap – 29%, mid-cap – 24%, small-cap – 26%, specialty – 3%, and international – 18%.

10

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

The following table presents the amortized cost and estimated fair value of fixed maturity securities as of September 30, 2009 by contractual maturity. Actual maturities on mortgage backed securities differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Therefore, mortgage back securities have been classified on a separate line in the table below.

	Cost or Amortized Cost		Estimated Fair Value
Due in one year or less	$	4,307,870	$	4,332,788
Due after one year through five years		14,600,537		15,082,538
Due after five years through ten years		19,733,713		20,890,664
Due after ten years		2,772,518		2,816,288
Mortgage-backed securities		13,093,921		13,314,498
	$	54,508,559	$	56,436,776

Evaluating Investments for Other-than-Temporary Impairments

The Company reviews the status and market value changes of its investment portfolio on at least a quarterly basis during the year, and any provisions for other-than-temporary impairments in the portfolio’s value are evaluated and established at each quarterly balance sheet date. The following tables are used as part of our impairment analysis.

The table below shows the total value of securities that were in an unrealized loss position as of September 30, 2009 and December 31, 2008 including the length of time they have been in an unrealized loss position. As of September 30, 2009 and December 31, 2008, unrealized losses, as shown in the following tables, were 2.3% and 7.1%, respectively of total invested assets including cash and cash equivalents.

	September 30, 2009
	Less than 12 Months				12 Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
Fixed maturities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	—	$	—	$	—	$	—	$	—	$	—
States and political subdivisions		1,025,858		5,414		498,310		1,690		1,524,168		7,104
Corporate securities		—		—		—		—		—		—
Mortgage-backed securities		—		—		3,459,047		72,938		3,459,047		72,938
		1,025,858		5,414		3,957,357		74,628		4,983,215		80,042
Equity securities		513,521		21,469		5,887,091		1,590,850		6,400,612		1,612,319
Total	$	1,539,379	$	26,883	$	9,844,448	$	1,665,478	$	11,383,827	$	1,692,361

11

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

	December 31, 2008
	Less than 12 Months				12 Months or More				Total
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses
Fixed maturities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	—	$	—	$	—	$	—	$	—	$	—
States and political subdivisions		8,377,480		383,576		3,115,265		338,190		11,492,745		721,766
Corporate securities		1,396,720		43,584		571,754		28,246		1,968,474		71,830
Mortgage-backed securities		4,578,839		637,609		937,578		75,759		5,516,417		713,368
		14,353,039		1,064,769		4,624,597		442,195		18,977,636		1,506,964
Equity securities		2,804,128		1,617,854		1,756,240		1,526,612		4,560,368		3,144,466
Total	$	17,157,167	$	2,682,623	$	6,380,837	$	1,968,807	$	23,538,004	$	4,651,430

The following table shows the composition of the fixed maturity securities in unrealized loss positions at September 30, 2009 by the National Association of Insurance Commissioners (NAIC) rating and the generally equivalent Standard & Poor’s (S&P) and Moody’s ratings. The vast majority of the securities are rated by S&P and/or Moody’s.

NAIC Rating	Equivalent S&P Rating	Equivalent Moody’s Rating	Book Value		Fair Value		Unrealized Loss			Percent to Total
1	AAA/AA/A	Aaa/Aa/A	$	5,063,257	$	4,983,215	$	(80,042	)	100.0	%
2	BBB	Baa		—		—		—		—
3	BB	Ba		—		—		—		—
4	B	B		—		—		—		—
5	CCC or lower	Caa or lower		—		—		—		—
6				—		—		—		—
			$	5,063,257	$	4,983,215	$	(80,042	)	100.0	%

In reviewing its fixed maturity securities for other than temporary impairment, the Company takes into consideration the security’s market price history, the length of time that the security’s fair value has been below cost, the issuer’s operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audit opinion, industry and securities market conditions, and analyst expectations, to reach its conclusions.

As of September 30, 2009, the fixed maturity portfolio included two securities in an unrealized loss position for less than twelve months and six fixed maturity securities in an unrealized loss position for twelve months or more. Of the fixed maturity securities, one was trading between 91% and 95% of amortized cost and the remaining seven were trading at or above 95% of amortized cost. All the fixed maturity securities in an unrealized loss position and assigned a rating by commercial credit rating companies are rated investment grade securities. All fixed maturity securities, in the investment portfolio continue to pay the expected coupon payments under the contractual terms of the securities.

As of April 1, 2009, we adopted new accounting standards related to the recognition guidance for other-than-temporary impairments (OTTI) of debt securities and the financial statement disclosures for OTTI on debt and equity securities. Accordingly, any credit-related impairment related to fixed maturity securities we do not plan to sell and for which we are not likely to be required to sell is recognized in net income, with the non-credit related impairment recognized in comprehensive income. Based on our analysis, our fixed maturity portfolio is of a high credit quality and we believe we will recover our amortized cost basis of our fixed maturity securities. The fixed maturity unrealized losses can primarily be attributed to changes in interest rates and corresponding spread widening as opposed to fundamental changes in the credit quality of the issuers of the securities. We continually monitor the credit quality of our fixed maturity investments to gauge the likelihood of principal and interest being collected.

12

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

In reviewing its equity securities, which include common stock and mutual funds, the Company takes into consideration the security’s market price history, the length of time that the security’s fair value has been below cost, the individual investments held within the mutual fund, most current audit opinion, industry and securities market conditions, and analyst expectations to reach its conclusions. In addition to analyzing each individual security that has a fair value below cost, the Company also considers its intent and ability to hold a security until its fair value is equal to or greater than its cost.

As of September 30, 2009, the equity portfolio included fifteen securities in an unrealized loss position for less than twelve months and fourteen securities in an unrealized loss position for twelve months or more. Of the fifteen equity securities with unrealized losses less than twelve months, one had a market value to cost of 79%, four were between 86% and 95% of cost and the remaining ten traded above 95% of cost. Of the fourteen equity securities with unrealized losses twelve months or more, six had a market value to cost under 75%, three had a market value to cost between 75% and 85%, and the remaining five were between 86% and 95% of cost. During the nine months ended September 30, 2009, the unrealized loss on these fourteen securities has decreased by $1,515,000 or approximately 49%. Equity securities with unrealized losses at September 30, 2009 were determined to have temporary declines in value generally due to the current tightness in the credit markets and the related impact on the equity market, geopolitical reasons or a reaction to their particular industry rather than fundamental reasons.

While all of these securities are monitored for potential impairment, the Company’s experience indicates that they generally do not present as great a risk of impairment, as fair value often recovers over time. These securities have generally been adversely affected by the downturn in the financial markets and overall economic conditions. Management believes that the analysis of each of these securities in addition to the fact that the Company has both the intent and ability to hold these securities until their recovery supports our view that these securities were not other-than-temporarily impaired.

4. Fair Value Measurements

Our available-for-sale investment portfolio consists of fixed maturity and equity securities, and is recorded at fair value in the accompanying Consolidated Balance Sheets. The change in the fair value of these investments is recorded as a component of other comprehensive income.

We are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option.

Accounting standards define fair value as the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date, and establishes a framework to make the measurement of fair value more consistent and comparable. In determining fair value, we primarily use prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”).

Accounting standards provide a three-level hierarchy for fair value measurements that distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). The hierarchy level assigned to each security in our available-for-sale portfolio is based on our assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The three hierarchy levels are defined as follows:

Level 1

Valuations based on unadjusted quoted market prices in active markets for identical securities. The fair value of fixed maturity and equity securities included in the Level 1 category were based on quoted prices that are readily and regularly available in an active market. The Level 1 category includes publicly traded equity securities and U.S. Government Treasury and Agency securities.

Level 2

Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. The fair value of fixed maturity securities in the Level 2 category were based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and incorporate available trade, bid and other market information. The independent pricing service also monitors market indicators, industry and economic events. For broker-quoted only securities, quotes are obtained from market makers or broker-dealers that it recognizes to be market participants. The Level 2 category includes corporate bonds, municipal bonds, and mortgage-backed securities.

13

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

Level 3

Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment. The Company did not hold any available-for-sale investments on the measurement date that are classified in the Level 3 category.

If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement

The following table presents our available-for-sale investments measured at fair value on a recurring basis as of September 30, 2009 classified by the valuation hierarchy (as discussed above):

	Total		Fair Value Measurements Using
			Level 1		Level 2		Level 3
Available-for-Sale Investments:
Fixed Maturity Securities	$	56,436,776	$	1,642,917	$	54,793,859	$	—
Equity Securities		10,426,675		10,426,675		—		—
Total	$	66,863,451	$	12,069,592	$	54,793,859	$	—

The carrying amount and estimated fair value of the Company’s financial instruments are as follows:

	September 30, 2009				December 31, 2008
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial Assets:
Fixed Maturity Securities	$	56,436,776	$	56,436,776	$	53,958,783	$	53,958,783
Equity Securities		10,426,675		10,426,675		4,560,368		4,560,368
Mortgage loans		241,063		241,063		247,000		247,000
Cash and cash equivalents		6,763,491		6,763,491		6,576,564		6,576,564

5. Comprehensive Income or Loss

The Company’s comprehensive income (loss) for the three and nine months ended September 30 is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Net income	$	1,467,885		$	1,301,866		$	2,330,700		$	3,523,306
Other comprehensive income, net of tax:
Unrealized gain (loss) on investments		2,216,906			(1,745,660	)		3,203,797			(2,824,538	)
Reclassification adjustment for realized (gain) loss on investments included in net income		(34,303	)		232,176			(173,889	)		127,499
Amortization of prior service credit		(14,137	)		(14,137	)		(42,411	)		(42,412	)
Amortization of net actuarial loss		163			2,022			501			6,065
Other comprehensive income (loss), net of tax		2,168,629			(1,525,599	)		2,987,998			(2,733,386	)
Comprehensive income (loss)	$	3,636,514		$	(223,733	)	$	5,318,698		$	789,920

14

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

6. Earnings per Share

Basic earnings per share has been calculated by dividing net income by the weighted-average common shares outstanding. Diluted earnings per share has been calculated by dividing net income by the weighted-average common shares outstanding and the weighted-average dilutive share equivalents outstanding. The computation of basic and diluted earnings per share for the three and nine month periods ended September 30 is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Numerator for basic and diluted earnings per share:
Net income	$	1,467,885	$	1,301,866	$	2,330,700	$	3,523,306
Denominator:
Denominator for basic earnings per share – weighted average shares outstanding		1,746,202		1,771,044		1,749,718		1,777,364
Effect of dilutive stock options		37,132		37,280		35,734		36,840
Denominator for diluted earnings per share – adjusted weighted average shares outstanding		1,783,334		1,808,324		1,785,452		1,814,204
Basic earnings per share	$	0.84	$	0.74	$	1.33	$	1.98
Diluted earnings per share	$	0.82	$	0.72	$	1.31	$	1.94

7. Segment Information

The Company defines its operations as property and casualty insurance operations. The Company writes four major insurance lines exclusively in the State of Michigan: Personal, Commercial, Farm and Marine. The separate financial information of these four major insurance lines is consistent with the way results are regularly evaluated by management in deciding how to allocate resources and in assessing performance. All revenues are generated from external customers and the Company does not have a significant reliance on any single major customer. The Company evaluates product line profitability based on underwriting gain (loss).

During the quarter ended June 30, 2009, the Company completed its implementation of a new financial reporting system. The new system has expanded the Company’s capability in assigning expenses to a product line, a department or one of the major insurance lines. Prior to April 1, 2009, expenses were allocated to the four major insurance lines based on either net premiums earned or net losses incurred. Effective, April 1, 2009, expenses which are not directly assigned to a product line, a department or a major insurance line are allocated based on measurements including premiums, incurred losses or other departmental employee data. The underwriting gain (loss) by major insurance line would change if different methods were applied.

The Company does not allocate assets, net investment income, net realized gains on investments or other income (expense) to its product lines. In addition, the Company does not separately identify depreciation expense related to the building by product line as such disclosure would be impracticable.

15

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

Segment data for the three and nine months ended September 30 are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Revenues:
Net premiums earned:
Personal lines	$	10,039,152		$	8,550,971		$	29,144,171		$	24,608,710
Commercial lines		1,766,009			1,930,295			5,262,738			5,712,222
Farm		1,278,854			1,129,256			3,750,180			3,397,706
Marine		477,693			455,980			1,423,108			1,343,192
Total net premiums earned		13,561,708			12,066,502			39,580,197			35,061,830
Expenses:
Loss and loss adjustment expenses:
Personal lines		6,190,893			4,964,837			19,603,010			15,387,817
Commercial lines		836,282			610,077			3,244,211			2,120,413
Farm		332,424			421,664			2,123,116			1,537,684
Marine		581,307			562,984			965,139			760,725
Total loss and loss adjustment expenses		7,940,906			6,559,562			25,935,476			19,806,639
Policy acquisition and other underwriting expenses:
Personal lines		2,830,864			2,795,462			8,294,688			8,435,410
Commercial lines		841,012			629,720			2,493,636			1,958,044
Farm		398,122			367,925			1,266,793			1,164,671
Marine		167,708			148,806			553,169			460,421
Total policy acquisition and other underwriting expenses		4,237,706			3,941,913			12,608,286			12,018,546
Underwriting gain (loss):
Personal lines		1,017,395			790,672			1,246,473			785,483
Commercial lines		88,715			690,498			(475,109	)		1,633,765
Farm		548,308			339,667			360,271			695,351
Marine		(271,322	)		(255,810	)		(95,200	)		122,046
Total underwriting gain (loss)		1,383,096			1,565,027			1,036,435			3,236,645
Net investment income		533,649			563,572			1,473,814			1,614,847
Net realized gains (losses) on investments		51,974			(351,782	)		263,468			(193,180	)
Other income, net		163,478			152,401			486,829			439,229
Income before federal income taxes	$	2,132,197		$	1,929,218		$	3,260,546		$	5,097,541

16

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

As previously noted, effective April 1, 2009, the Company changed its method for determining how certain expenses are assigned to its four major insurance lines. The table below reflects the impact of these changes on each of the affected statement lines:

	Three Months Ended September 30, 2009						Nine Months Ended September 30, 2009
	As Reported			Prior Method			As Reported			Prior Method
Policy acquisition and other underwriting expenses:
Personal lines	$	2,830,864		$	3,019,452		$	8,294,688		$	8,937,578
Commercial lines		841,012			615,179			2,493,636			1,884,634
Farm		398,122			442,896			1,266,793			1,329,344
Marine		167,708			160,179			553,169			456,730
Total policy acquisition and other underwriting expenses	$	4,237,706		$	4,237,706		$	12,608,286		$	12,608,286
Underwriting gain (loss):
Personal lines	$	1,017,395		$	828,807		$	1,246,473		$	603,583
Commercial lines		88,715			314,548			(475,109	)		133,893
Farm		548,308			503,534			360,271			297,720
Marine		(271,322	)		(263,793	)		(95,200	)		1,239
Total underwriting gain (loss)	$	1,383,096		$	1,383,096		$	1,036,435		$	1,036,435

8. Other Postretirement Plan

The Company provides certain postretirement health care benefits for retired employees. The components of the net periodic benefit cost for the three and nine months ended September 30 are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Components of net periodic benefit cost:
Service cost	$	1,946		$	2,844		$	5,836		$	8,532
Interest cost		26,286			25,276			78,856			75,827
Amortization of unrecognized prior service credit		(21,420	)		(21,421	)		(64,261	)		(64,263	)
Amortization of unrecognized net actuarial loss		253			3,063			760			9,189
Net periodic benefit cost	$	7,065		$	9,762		$	21,191		$	29,285

As this plan is not pre-funded, no contributions other than those necessary to cover benefit payments are anticipated. For the nine months ended September 30, 2009 the Company has made contributions to the plan of approximately $77,000. During 2009, the Company expects to contribute a total of $77,000 to the plan to cover anticipated benefit payments.

17

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

9. Reinsurance

The effect of reinsurance on premiums written and earned and losses and LAE incurred was as follows:

	Three Months Ended
	September 30, 2009						September 30, 2008
	Written			Earned			Written			Earned
Direct	$	17,979,342		$	16,437,715		$	16,620,491		$	14,729,825
Assumed		16,256			17,186			16,760			19,820
Ceded		(2,875,128	)		(2,893,193	)		(2,716,393	)		(2,683,143	)
Net premiums	$	15,120,470		$	13,561,708		$	13,920,858		$	12,066,502
	Nine Months Ended
	September 30, 2009						September 30, 2008
	Written			Earned			Written			Earned
Direct	$	49,698,844		$	47,802,758		$	45,132,718		$	42,889,383
Assumed		77,116			69,960			64,238			61,691
Ceded		(8,302,455	)		(8,292,521	)		(8,039,704	)		(7,889,244	)
Net premiums	$	41,473,505		$	39,580,197		$	37,157,252		$	35,061,830
	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Loss and LAE incurred	$	8,685,976		$	7,386,345		$	28,980,093		$	21,664,698
Reinsurance recoveries		(745,070	)		(826,783	)		(3,044,617	)		(1,858,059	)
Net loss and LAE incurred	$	7,940,906		$	6,559,562		$	25,935,476		$	19,806,639

10. Federal Income Taxes

The provision for income taxes for the three and nine months ended September 30 consists of the following:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2009		2008			2009		2008
Current expense	$	488,987	$	764,245		$	683,134	$	1,706,548
Deferred expense (benefit)		175,325		(136,893	)		246,712		(132,313	)
Total	$	664,312	$	627,352		$	929,846	$	1,574,235

Actual federal income taxes vary from amounts computed by applying the current federal income tax rate of 34 percent to income before federal income taxes due to the following:

	Three Months Ended September 30,										Nine Months Ended September 30,
	2009					2008					2009					2008
Income before federal income taxes	$	2,132,197				$	1,929,218				$	3,260,546				$	5,097,541
Tax at statutory rate		724,947		34.0	%		655,934		34.0	%		1,108,586		34.0	%		1,733,164		34.0	%
Tax effect of :
Nontaxable investment income		(59,480	)	(2.8	%)		(77,890	)	(4.0	%)		(181,837	)	(5.6	%)		(234,059	)	(4.6	%)
Nondeductible expenses, net		2,428		0.1	%		3,397		0.2	%		6,677		0.2	%		6,399		0.1	%
Other, net		(3,583	)	(0.2	%)		45,911		2.4	%		(3,580	)	(0.1	%)		68,731		1.4	%
Federal income tax expense	$	664,312		31.1	%	$	627,352		32.6	%	$	929,846		28.5	%	$	1,574,235		30.9	%

18

Fremont Michigan InsuraCorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

Deferred federal income tax assets and liabilities are recognized for the estimated future tax consequences attributable to the difference between financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, the Company’s management reviews both positive and negative evidence, including current and historical results of operations, the annual limitation on utilization of net operating loss carryforwards pursuant to Internal Revenue Code Section 382 (“Section 382”), future income projections and the overall prospects of our business. Based upon management’s assessment of all available evidence, including the Company’s cumulative net income for recent fiscal years, estimates of current and future profitability and the overall prospects of our business, it has been determined that as of September 30, 2009 it is more likely than not that sufficient taxable income will exist in the periods of reversal in order to realize the net deferred tax asset. Based on the annual Section 382 limitation of the utilization of net operating loss carryforwards management has determined that approximately $2,971,000 of net operating loss carryforwards will not be realized and therefore a valuation allowance of approximately $1,010,000 will be maintained for the deferred tax asset associated with these amounts.

At September 30, 2009 and December 31, 2008, the tax effects of temporary differences that give rise to deferred federal income tax assets and liabilities are as follows:

	September 30, 2009			December 31, 2008
Deferred federal income tax assets arising from:
Loss and loss adjustment expense reserves	$	402,422		$	439,895
Unearned premium reserves		1,902,975			1,741,373
Unrealized losses on investments		—			1,285,111
Realized losses on investments		—			123,080
Postretirement benefits accrued		600,088			591,157
Net operating loss carryforward		2,260,424			2,362,431
Alternative minimum tax credit carryforward		357,697			357,697
Other deferred tax assets		235,652			207,193
Total deferred federal income tax assets		5,759,258			7,107,937
Deferred federal income tax liabilities arising from:
Deferred policy acquisition costs		(1,368,601	)		(1,253,820	)
Property and equipment		(137,063	)		(88,698	)
Unrealized gains on investments		(275,749	)		—
Other deferred tax liabilities		(12,064	)		(13,656	)
Total deferred federal income tax liabilities		(1,793,477	)		(1,356,174	)
Net deferred federal income tax asset		3,965,781			5,751,763
Valuation allowance		(1,010,037	)		(1,010,037	)
Net deferred tax asset	$	2,955,744		$	4,741,726

19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and the Notes thereto included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2008, particularly “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report.

Fremont Michigan InsuraCorp, Inc. (the “Company” or the “Holding Company”) and Fremont Insurance Company (the “Insurance Company”) may from time to time make written or oral “forward-looking statements,” including statements contained in our filings with the Securities and Exchange Commission (including this Quarterly Report on Form 10-Q and the exhibits hereto and thereto), in its reports to shareholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You can find many of these statements by looking for words such as “believes,” “intends,” “expects,” “plans,” “anticipates,” “seeks,” “estimates,” “projects,” or similar expressions in this report. Determination of loss and loss adjustment expense reserves and amounts due from reinsurers are based substantially on estimates and the amounts so determined are inherently forward-looking.

The forward-looking statements are subject to numerous assumptions, risks and uncertainties. We have identified several important factors that could cause actual results to differ materially from any results discussed, contemplated, projected, forecast, estimated or budgeted in the forward-looking information. These factors, which are listed below, are difficult to predict and many are beyond our control:

• future economic conditions and the legal and regulatory environment in Michigan;

• the effects of weather-related and other catastrophic events;

• financial market conditions, including, but not limited to, changes in fiscal, monetary and tax policies, interest rates and values of investments;

• the impact of acts of terrorism and acts of war on investment and reinsurance markets;

• inflation;

• the cost, availability and collectibility of reinsurance;

• estimates and adequacy of loss reserves and trends in losses and loss adjustment expenses;

• heightened competition, including specifically the intensification of price competition, the entry of new competitors and the development of new products by new and existing competitors;

• our inability to obtain regulatory approval of, or to implement, premium rate increases;

• inability to carry out marketing and sales plans, including, among others, development of new products or changes to existing products and acceptance of the new or revised products in the market;

• unanticipated changes in industry trends and ratings assigned by nationally recognized rating organizations;

• adverse litigation or arbitration results;

• technological change;

• the ability to carry out our business plans; and

• adverse changes in applicable laws, regulations or rules governing insurance holding companies and insurance companies, and changes that affect the cost of, or demand for, our products.

Because forward-looking information is subject to various risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking information. Therefore, we caution you not to place undue reliance on this forward-looking information, which speaks only as of the date of this filing. All subsequent written and oral forward-looking information attributable to the Holding Company or the Insurance Company or any person acting on our behalf is expressly qualified in its entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to publicly release any revisions that may be made to any forward-looking statements to reflect events or circumstances occurring after the date of this filing.

Overview of Fremont Michigan InsuraCorp

Fremont Michigan InsuraCorp, Inc. is a holding company owning all of the outstanding shares of Fremont Insurance Company. Fremont Insurance Company is a Michigan licensed property and casualty insurer operating exclusively in the State of Michigan and writing principally personal lines, commercial lines, farm and marine insurance policies through independent agents. We were founded in 1876 and have served Michigan policyholders for over 133 years. We market policies through approximately 175 independent insurance agencies. On October 27, 2009, A.M. Best upgraded the financial strength rating to A- (Excellent) of Fremont Insurance Company. The Holding Company is subject to regulation by the Michigan Office of Financial and Insurance Services (“OFIR”) as its primary regulator because it is the holding company for Fremont Insurance Company. As of September 30, 2009, we had approximately 69,000 policies in force and assets of $103.8 million.

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General

We use accounting principles that are in compliance with those generally accepted in the United States of America (GAAP). Management’s discussion and analysis covers the Company’s financial condition and results of operations for the three and nine months ended September 30, 2009 and 2008. The Company’s fiscal year ends on December 31.

Critical Accounting Policies and Estimates

General. Our discussion and analysis of financial condition, results of operations and liquidity and capital resources is based upon the consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We generally base our estimates on historical experience or other appropriate assumptions that we believe are reasonable and relevant under the circumstances and evaluate them on an ongoing basis. The results of these estimation processes form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the critical accounting policies and estimates discussed below reflect our more significant judgments and estimates used in the preparation of the consolidated financial statements. These may be further commented upon in applicable sections on Results of Operations and Liquidity and Capital Resources that follow. These policies are more fully described below as well as in our 2008 Annual Report on Form 10-K. There have been no material changes to these policies during the most recent quarter.

Liabilities for Loss and Loss Adjustment Expenses. The liability for losses and loss adjustment expenses represents estimates of the ultimate unpaid cost of all losses incurred, including losses for claims that have not yet been reported. The amount of loss reserves for reported claims is based primarily upon a case-by-case evaluation of the type of risk involved, knowledge of the circumstances surrounding each claim and the insurance policy provisions relating to the type of loss. The amounts of loss reserves for unreported claims and loss adjustment expenses are determined using historical information by line of insurance as adjusted to current conditions. Inflation is ordinarily implicitly provided for in the reserving function through analysis of costs, trends and reviews of historical reserving results over multiple years.

When a claim is reported to us, our claims representatives establish a “case reserve” for the estimated amount of the ultimate payment. This estimate reflects an informed judgment based upon general insurance reserving practices and on the experience and knowledge of the estimator. The individual estimating the reserve considers the nature and value of the specific claim, the severity of injury or damage, and the policy provisions relating to the type of loss. Case reserves are adjusted by our claims staff as more information becomes available. It is our policy to settle each claim as expeditiously as possible.

We maintain incurred but not reported (“IBNR”) reserves to provide for already incurred claims that have not yet been reported and developments on reported claims. The IBNR reserve is determined by estimating our ultimate net liability for both reported and unreported claims and then subtracting the case reserves and payments made to date for reported claims.

Reserves are closely monitored and are recomputed periodically using the most recent information on reported claims and a variety of statistical techniques. Each quarter we review existing reserves, new claims, changes to existing case reserves and paid losses with respect to the current and prior accident years. In connection with the determination of the reserves we also consider other specific factors such as recent weather-related losses, trends in historical paid losses, and legal and judicial trends with respect to theories of liability. We review our loss reserves to ascertain whether new developments have occurred which would require adjustment to our ultimate loss estimates. The quarterly review also involves roundtable discussion involving the claims, underwriting and accounting departments. Discussion is generally focused on claims involving liability and those claims that involve significant judgment. Because the establishment of loss reserves is an inherently uncertain process, we cannot be certain that ultimate losses will not exceed the established loss reserves and have a material adverse effect on the Company’s results of operations and financial condition. Changes in estimates, or differences between estimates and amounts ultimately paid, are reflected in the operating results of the period during which such adjustments are made.

Reserves are estimates because there are uncertainties inherent in the determination of ultimate losses. Court decisions, regulatory changes and economic conditions can affect the ultimate cost of claims that occurred in the past as well as create uncertainties regarding future loss cost trends. Accordingly, the ultimate liability for unpaid losses and loss adjustment expenses will likely differ from the amount recorded at September 30, 2009.

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We have four business segments: personal, commercial, farm and marine. The following table shows the breakdown of our loss and LAE reserves between reported losses and IBNR losses by segment as of September 30, 2009 and December 31, 2008 (in thousands):

	September 30, 2009		December 31, 2008
Reported losses
Personal	$	8,176	$	9,043
Commercial		3,344		2,538
Farm		1,188		1,228
Marine		578		603
		13,286		13,412
IBNR losses
Personal		5,030		4,538
Commercial		2,752		2,644
Farm		453		447
Marine		359		329
		8,594		7,958
Total
Personal		13,206		13,581
Commercial		6,096		5,182
Farm		1,641		1,675
Marine		937		932
	$	21,880	$	21,370

The reserves are reported gross of any amounts recoverable from reinsurers and are reduced for anticipated salvage and subrogation. Anticipated salvage and subrogation as of September 30, 2009 and December 31, 2008, was approximately $146,000 and $131,000, respectively.

Investments. All of the Company’s investments are classified as available-for-sale and are those investments that would be available to be sold in response to the Company’s liquidity needs, changes in market interest rates and asset-liability management strategies, among others. Available-for-sale investments are recorded at fair value, with the corresponding unrealized appreciation or depreciation, net of deferred income taxes and any corresponding deferred tax asset valuation allowance, reported as a component of accumulated other comprehensive income or loss until realized.

When a security in the Company’s investment portfolio has an unrealized loss in value that is deemed to be other than temporary, the Company reduces the book value of such security to its current market value, recognizing the decline as a realized loss in the statement of operations. Any future increases in the market value of investments written down are reflected as changes in unrealized gains as part of accumulated other comprehensive income within stockholders’ equity.

The Company evaluates its investment portfolio on at least a quarterly basis during the year using both qualitative and quantitative criteria to determine impairments in the portfolio for other-than-temporary declines in fair value. In reviewing its fixed maturity securities for other than temporary impairment, the Company takes into consideration the security’s market price history, the length of time that the security’s fair value has been below cost, the issuer’s operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audit opinion, industry and securities market conditions, and analyst expectations, to reach its conclusions. In reviewing equity securities, which include both common stocks and mutual funds, the Company takes into consideration the security’s market price history, the length of time that the security’s fair value has been below cost, the individual investments held within the mutual fund, most current audit opinion, industry and securities market conditions, and analyst expectations to reach its conclusions.

Under current accounting standards, an OTTI write-down of debt securities, where fair value is below amortized cost, is triggered in circumstances where (1) an entity has the intent to sell a security, (2) it is more-likely-than-not that the entity will be required to sell the security before recovery of its amortized cost basis, or (3) the entity does not expect to recover the entire amortized cost basis of the security. If an entity intends to sell a security or if it is more-likely-than-not the entity will be required to sell the security before recovery, an OTTI write-down is recognized in earnings equal to the difference between the security’s amortized cost and its fair value. If an entity does not intend to sell the security or it is not more-likely-than-not that it will be required to sell the security before recovery, the OTTI write-down is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to all other factors, which is recognized in other comprehensive income.

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Part of our evaluation of whether particular securities are other-than-temporarily impaired involves assessing whether we have both the intent and ability to continue to hold equity securities in an unrealized loss position. For fixed maturity securities, we consider our intent to sell a security and whether it is more-likely-than-not we will be required to sell the security before the recovery of our amortized cost basis. Significant changes in these factors could result in a charge to net income for impairment losses. Impairment losses result in a reduction of the underlying investment’s cost basis.

The investment strategy of the Company is not one of actively trading securities to generate short-term gains or losses. Instead, the Company focuses on acquiring and holding high quality, high yield fixed maturity securities and equity securities which are expected to appreciate over time. The Company also has the ability to hold investment securities until their fair value has increased to above cost. Factors which support the Company’s ability to hold impaired securities until their recovery include current cash and cash equivalents, sufficient historical and projected cash flow from operations and cash from maturities of fixed maturity securities.

Reinsurance. Net premiums earned, losses and LAE and policy acquisition and other underwriting expenses are reported net of the amounts related to reinsurance ceded to other companies. Amounts recoverable from reinsurers related to the portions of the liability for losses and LAE and unearned premiums ceded to them are reported as assets. Reinsurance assumed from other companies, including assumed premiums written and earned and losses and LAE, is accounted for in the same manner as direct insurance written.

Reinsurance recoverables include balances due from reinsurance companies for paid and unpaid losses and LAE that will be recovered from reinsurers, based on contracts in force. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. Reinsurance contracts do not relieve the Company from its primary obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk with respect to the individual reinsurer that participates in its ceded programs to minimize its exposure to significant losses from reinsurer insolvencies. When necessary the Company holds collateral in the form of letters of credit or trust accounts for amounts recoverable from reinsurers that are not considered authorized insurers by the State of Michigan Office of Financial and Insurance Regulation.

At September 30, 2009 and December 31, 2008, the Company’s recoverable from reinsurers was comprised of the following:

	September 30, 2009		December 31, 2008
Paid losses and LAE	$	1,015,393	$	726,618
Unpaid losses and LAE		6,903,852		6,117,789
Amounts due from reinsurers	$	7,919,245	$	6,844,407

Federal Income Taxes. Deferred federal income tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

Description of Ratios Analyzed. In the analysis of our operating results that follows, we refer to various financial ratios and other measures that management uses to analyze and compare the underwriting results of our insurance operations. We calculate the loss and LAE ratio, policy acquisition and other underwriting expense ratio and combined ratio on a GAAP basis. As such, we calculate these ratios by using net premiums earned as the denominator. There have been no material changes to the calculation and use of these ratios during the most recent quarter. The Company also calculates underwriting gain (loss) on a GAAP basis. This measure equals the net premiums earned less loss and loss adjustment expenses as well as policy acquisition and other underwriting expenses. It is another measure used by management and insurance regulators to evaluate the underwriting performance of our insurance operations.

Results of Operations – Three Months Ended September 30, 2009 and 2008

Consolidated Results of Operations. The following table shows the underwriting gain or loss as well as other revenue and expense items included in our unaudited consolidated statements of income for the three months ended September 30, 2009 and 2008. The Companys underwriting gain or loss consists of net premiums earned less loss and LAE and policy acquisition and other

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underwriting expenses. The Company’s underwriting performance is the most important factor in evaluating the overall results of operations given the fluctuations which can occur in loss and LAE due to weather related events as well as the uncertainties involved in the process of estimating reserves for losses and LAE. The underwriting results and the fluctuations in other revenue and expense items are discussed in greater detail below.

	2009			2008			Change
							Dollar			Percentage
Underwriting gain (loss)
Personal	$	1,017,395		$	790,672		$	226,723		28.7	%
Commercial		88,715			690,498			(601,783	)	(87.2	%)
Farm		548,308			339,667			208,641		61.4	%
Marine		(271,322	)		(255,810	)		(15,512	)	6.1	%
Total underwriting gain		1,383,096			1,565,027			(181,931	)	(11.6	%)
Other revenue (expense) items
Net investment income		533,649			563,572			(29,923	)	(5.3	%)
Net realized gains (losses) on investments		51,974			(351,782	)		403,756		114.8	%
Other income		163,478			152,401			11,077		7.3	%
Total other revenue (expense) items		749,101			364,191			384,910		105.7	%
Income before federal income taxes		2,132,197			1,929,218			202,979		10.5	%
Federal income tax expense		664,312			627,352			36,960		5.9	%
Net income	$	1,467,885		$	1,301,866		$	166,019		12.8	%

Underwriting Results. The following table shows the components of the Company’s underwriting gain or loss for the three months ended September 30, 2009 and 2008.

	2009			2008			Change			% Change
Direct premiums written	$	17,979,342		$	16,620,491		$	1,358,851		8.2	%
Net premiums written	$	15,120,470		$	13,920,858		$	1,199,612		8.6	%
Net premiums earned	$	13,561,708		$	12,066,502		$	1,495,206		12.4	%
Loss and LAE		7,940,906			6,559,562			1,381,344		21.1	%
Policy acquisition and other underwriting expenses		4,237,706			3,941,913			295,793		7.5	%
Underwriting gain	$	1,383,096		$	1,565,027		$	(181,931	)	(11.6	%)
Loss and LAE ratio		58.6	%		54.4	%		4.2	%
Policy acquisition and other underwriting expense ratio		31.2	%		32.7	%		(1.5	%)
Combined ratio		89.8	%		87.1	%		2.7	%

Premiums. The property and casualty industry is affected by soft and hard market business cycles no different than most other industries. During a soft market price competition tends to increase as insurers are willing to reduce premium rates in order to maintain growth in premium volume. The soft market makes it more difficult to attract new business as well as retain exposures which are adequately priced. Although we recognize the need to remain competitive in the Michigan market during the current soft market the Company remains committed to its disciplined underwriting philosophy of only accepting risks which we feel are appropriately priced while declining risks which are under priced for the level of coverage provided.

Direct premiums written by major business segment for the three months ended September 30 are presented in the table below:

	2009		2008		$ Change			% Change
Direct Premiums Written:
Personal	$	13,436,661	$	12,237,845	$	1,198,816		9.8	%
Commercial		2,486,051		2,366,143		119,908		5.1	%
Farm		1,482,675		1,441,309		41,366		2.9	%
Marine		573,955		575,194		(1,239	)	(0.2	%)
	$	17,979,342	$	16,620,491	$	1,358,851		8.2	%

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Direct premiums written increased 8.2% during the quarter ended September 30, 2009 as a result of renewal premium growth of 8.9% coupled with a modest increase in new business premium of 2.8%. Direct premiums written for the personal segment increased 9.8%, driven by personal auto, up 16.2%, and homeowners, up 4.2%. During the quarter ended September 30, 2009, the personal segment experienced new business growth of 7.6% and renewal business growth of 9.5% as compared to the 2008 quarter. Personal auto new business premium increased 25.6% while renewal premium grew 14.6%. Homeowner new business premium decreased 9.1% while renewal premium grew 6.2%. The increase in new business for personal auto is due to our continued focus on targeting the companion personal auto policy when we already write the homeowner policy for the customer. The decrease in new business growth for homeowners is due to a focus on tighter underwriting guidelines coupled with rate increases put into effect during the second quarter. Since June 30, 2009, the in-force policy count for personal auto and homeowners increased 3.5% and 0.5%, respectively.

The commercial segment experienced an increase of 5.1% in direct premiums written as a result of growth in renewal business of 11.9% offset by a reduction in new business premium of 4.6%. All commercial products except for workers compensation experienced an increase in new business for the quarter. New business for workers compensation was down 75% due to a larger policy written during the third quarter of 2008. Since June 30, 2009, the in-force policy count for the commercial segment increased 1.0%.

Farm direct premiums written increased 2.9% driven by growth in renewal business of 1.4% offset by a decline in new business of 7.5%. Since June 30, 2009, the in-force policy count for the farm segment decreased 0.2%. Direct premiums written for the marine segment was down 0.2%, driven by a decrease in new business of 27.2% offset by renewal growth of 4.9%. Since June 30, 2009, the in-force policy count for the marine segment decreased 0.6%.

Net premiums written by major business segment for the three months ended September 30 are presented in the table below:

	2009		2008		$ Change			% Change
Net Premiums Written:
Personal	$	11,514,508	$	10,247,208	$	1,267,300		12.4	%
Commercial		1,719,723		1,887,130		(167,407	)	(8.9	%)
Farm		1,361,244		1,276,125		85,119		6.7	%
Marine		524,995		510,395		14,600		2.9	%
	$	15,120,470	$	13,920,858	$	1,199,612		8.6	%

The increase in net premiums written is due to growth in direct premiums written of $1,359,000 offset by an increase of $159,000 in ceded premiums written under the Company’s reinsurance agreements. The commercial segment experienced a decline in net premiums written due to increased premiums ceded under our treaty reinsurance programs as a result of increased reinsurance costs associated with commercial products.

Net premiums earned by major business segment for the three months ended September 30 are presented in the table below:

	2009		2008		$ Change			% Change
Net Premiums Earned:
Personal	$	10,039,152	$	8,550,971	$	1,488,181		17.4	%
Commercial		1,766,009		1,930,295		(164,286	)	(8.5	%)
Farm		1,278,854		1,129,256		149,598		13.2	%
Marine		477,693		455,980		21,713		4.8	%
	$	13,561,708	$	12,066,502	$	1,495,206		12.4	%

The increase in net premiums earned is due to the overall increase in direct premiums earned of $1,708,000 offset by an increase of $213,000 in ceded premiums earned under the Company’s reinsurance agreements. The commercial segment experienced a decline in net premiums earned due to increased premiums ceded under our treaty reinsurance programs as a result of increased reinsurance costs associated with commercial products.

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Loss and Loss Adjustment Expenses (LAE). The Company’s net loss and LAE, incurred claim count, average loss and LAE per claim and the loss and LAE ratios for the three months ended September 30 are shown in the tables below:

	2009			2008			$ Change			% Change
Loss and LAE:
Personal	$	6,190,893		$	4,964,837		$	1,226,056		24.7	%
Commercial		836,282			610,077			226,205		37.1	%
Farm		332,424			421,664			(89,240	)	(21.2	%)
Marine		581,307			562,984			18,323		3.3	%
	$	7,940,906		$	6,559,562		$	1,381,344		21.1	%
Incurred Claim Count:
Personal		2,480			2,206			274		12.4	%
Commercial		241			208			33		15.9	%
Farm		137			151			(14	)	(9.3	%)
Marine		124			126			(2	)	(1.6	%)
		2,982			2,691			291		10.8	%
Average Loss and LAE per Claim:
Personal	$	2,496		$	2,251		$	245		10.9	%
Commercial		3,470			2,933			537		18.3	%
Farm		2,426			2,792			(366	)	(13.1	%)
Marine		4,688			4,468			220		4.9	%
	$	2,663		$	2,438		$	225		9.2	%
Loss and LAE Ratio:
Personal		61.7	%		58.1	%
Commercial		47.4	%		31.6	%
Farm		26.0	%		37.3	%
Marine		121.7	%		123.5	%
		58.6	%		54.4	%

The personal segment’s loss and LAE ratio increased 3.6 percentage points to 61.7% as a result of a higher loss and LAE ratio in the homeowners product line offset by a drop in the loss and LAE ratio for personal auto. The loss and LAE ratio for homeowners was 64.8% for the three months ended September 30, 2009 compared to 51.4% in the 2008 period. We continue to experience increased frequency and severity from fire related losses as compared to 2008. Personal auto’s loss and LAE ratio decreased to 61.1% for the three months ended September 30, 2009 compared to 67.0% in the 2008 period. The decline is due to a drop in loss severity coupled with higher net premiums earned.

The commercial segment’s loss and LAE ratio increased to 47.4% for the three months ended September 30, 2009 compared to 31.6% for the 2008 period. The increase is due to higher loss frequency from the workers compensation line as well as higher fire related losses. The farm segment’s loss and LAE ratio dropped to 26.0% during the three months ended September 30, 2009 compared to the 2008 period due to a decrease in loss frequency coupled with growth in net premiums earned. The marine segment’s loss and LAE ratio was impacted by the increased seasonal activity which occurs during the Michigan boating season.

Policy Acquisition and Other Underwriting Expenses. Policy acquisition and other underwriting expenses for the three months ended September 30 were as follows:

	2009			2008			Change			% Change
Amortization of deferred policy acquisition costs	$	2,148,216		$	1,965,353		$	182,863		9.3	%
Other underwriting expenses		2,089,490			1,976,560			112,930		5.7	%
Total policy acquisition and other underwriting expenses	$	4,237,706		$	3,941,913		$	295,793		7.5	%
Net premiums earned	$	13,561,708		$	12,066,502		$	1,495,206		12.4	%
Expense ratio		31.2	%		32.7	%		(1.5	%)

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Amortization of deferred policy acquisition costs (“DAC”) increased during the third quarter of 2009 as compared to the same period in 2008 as a result of increased earned premium volume. However, as a percentage of net premiums earned DAC amortization decreased from 16.3% to 15.8% as a result of the increased volume of personal automobile premium which pays a lower commission as compared to other products as well as increased ceding commission. Other underwriting expenses as a percentage of net premiums earned dropped from 16.4% to 15.4% due to lower assessments from state mandated pools and associations, a decrease in depreciation expense and continued growth in net premiums earned.

Investment Income. The Company’s net investment income excluding realized gains, average invested assets including cash and cash equivalents and the rate of return for the three months ended September 30 are as follows:

	2009			2008			Change			% Change
Fixed maturities	$	519,556		$	604,487		$	(84,931	)	(14.1	%)
Equity securities		20,768			1,956			18,812		961.8	%
Cash and cash equivalents		90,489			37,002			53,487		144.6	%
Gross investment income		630,813			643,445			(12,632	)	(2.0	%)
Less: Investment expenses		(97,164	)		(79,873	)		17,291		21.6	%
Net investment income	$	533,649		$	563,572		$	(29,923	)	(5.3	%)
Average invested assets (amortized cost basis)	$	72,854,077		$	66,631,716		$	6,222,361		9.3	%
Rate of return on average invested assets		2.9	%		3.4	%		(0.5	%)

Gross investment income from the fixed portfolio declined during the third quarter of 2009 compared to the same period in the prior year. During the credit crisis, the fixed maturity portfolio was adjusted to mitigate credit risk and decrease interest rate risk by lowering duration. During the second and third quarters of 2009 this trend was reversed to some degree. While the fixed portfolio’s tax equivalent book yield increased 5 basis points since June 30, 2009 to end the quarter at 4.55% this is still 59 basis points below the tax equivalent book yield of 5.14% as of September 30, 2008. While the duration on the fixed portfolio increased during the third quarter of 2009 to 4.73 this is still below the 4.94 duration as of September 30, 2008.

The increase in income from the equity portfolio is due to higher dividend income as a result of the Company increasing its holdings of dividend paying common stocks. During the second quarter 2009, the Company began adding to its equity portfolio via purchases of common stocks and mutual funds. The increase in interest income from cash and cash equivalent was affected by approximately $73,000 in interest received as a result of a settlement of a claim. Excluding this item, interest from cash and cash equivalent decreased approximately $20,000 due to the current lower yielding environment.

The table below summarizes the net realized gains generated during the three month period ended September 30:

	2009		2008			Change		% Change
Net realized gains (losses) - fixed maturities	$	10,000	$	(351,782	)	$	361,782	102.8	%
Net realized gains (losses) - equity securities		41,974		—			41,974	—
Total net realized gains (losses)	$	51,974	$	(351,782	)	$	403,756	114.8	%

During the quarter ended September 30, 2009, the Company sold a bond which had previously been written down due to the issuer filing bankruptcy. The sale resulted in a net realized gain of $10,000. During the same period in 2008, the Company recorded a $350,000 write-down on this bond. The Company generated realized gains of approximately $42,000 due to sales within the equity portfolio during quarter ended September 30, 2009.

Income Tax Expense. During the quarters ended September 30, 2009 and 2008, the Company recorded income tax expense of approximately $664,000 and $627,000, respectively, resulting in an effective tax rate of 31.1% and 32.6%, respectively. The difference between the effective tax rate and the statutory rate of 34% is primarily due to tax exempt investment income.

Results of Operations – Nine Months Ended September 30, 2009 and 2008

Consolidated Results of Operations. The following table shows the underwriting gain or loss as well as other revenue and expense items included in our unaudited consolidated statements of income for the nine months ended September 30, 2009 and 2008. The Company’s underwriting gain or loss consists of net premiums earned less loss and LAE and policy acquisition and other underwriting expenses. The Company’s underwriting performance is the most important factor in evaluating the overall results of

27

operations given the fluctuations which can occur in loss and LAE due to weather related events as well as the uncertainties involved in the process of estimating reserves for losses and LAE. The underwriting results and the fluctuations in other revenue and expense items are discussed in greater detail below.

	2009			2008			Change
							Dollar			Percentage
Underwriting gain (loss)
Personal	$	1,246,473		$	785,483		$	460,990		58.7	%
Commercial		(475,109	)		1,633,765			(2,108,874	)	(129.1	%)
Farm		360,271			695,351			(335,080	)	(48.2	%)
Marine		(95,200	)		122,046			(217,246	)	(178.0	%)
Total underwriting gain		1,036,435			3,236,645			(2,200,210	)	(68.0	%)
Other revenue (expense) items
Net investment income		1,473,814			1,614,847			(141,033	)	(8.7	%)
Net realized gains (losses) on investments		263,468			(193,180	)		456,648		236.4	%
Other income		486,829			439,229			47,600		10.8	%
Total other revenue (expense) items		2,224,111			1,860,896			363,215		19.5	%
Income before federal income taxes		3,260,546			5,097,541			(1,836,995	)	(36.0	%)
Federal income tax expense		929,846			1,574,235			(644,389	)	(40.9	%)
Net income	$	2,330,700		$	3,523,306		$	(1,192,606	)	(33.8	%)

Underwriting Results. The following table shows the components of the Company’s underwriting gain or loss for the nine months ended September 30, 2009 and 2008.

	2009			2008			Change			% Change
Direct premiums written	$	49,698,844		$	45,132,718		$	4,566,126		10.1	%
Net premiums written	$	41,473,505		$	37,157,252		$	4,316,253		11.6	%
Net premiums earned	$	39,580,197		$	35,061,830		$	4,518,367		12.9	%
Loss and LAE		25,935,476			19,806,639			6,128,837		30.9	%
Policy acquisition and other underwriting expenses		12,608,286			12,018,546			589,740		4.9	%
Underwriting gain	$	1,036,435		$	3,236,645		$	(2,200,210	)	(68.0	%)
Loss and LAE ratio		65.5	%		56.5	%		9.0	%
Policy acquisition and other underwriting expense ratio		31.9	%		34.3	%		(2.4	%)
Combined ratio		97.4	%		90.8	%		6.6	%

Premiums. The property and casualty industry is affected by soft and hard market business cycles no different than most other industries. During a soft market price competition tends to increase as insurers are willing to reduce premium rates in order to maintain growth in premium volume. The soft market makes it more difficult to attract new business as well as retain exposures which are adequately priced. Although we recognize the need to remain competitive in the Michigan market during the current soft market the Company remains committed to its disciplined underwriting philosophy of only accepting risks which we feel are appropriately priced while declining risks which are under priced for the level of coverage provided.

Direct premiums written by major business segment for the nine months ended September 30 are presented in the table below:

	2009		2008		Change		% Change
Direct Premiums Written:
Personal	$	35,858,088	$	32,034,404	$	3,823,684	11.9	%
Commercial		7,790,057		7,363,995		426,062	5.8	%
Farm		4,208,706		3,895,403		313,303	8.0	%
Marine		1,841,993		1,838,916		3,077	0.2	%
	$	49,698,844	$	45,132,718	$	4,566,126	10.1	%

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For the first nine months of 2009 direct premiums written increased 10.1% over the prior year period led by growth in the personal, commercial and farm lines. New business volume is up 8.7% while renewal business is up 10.1%. Since December 31, 2008, total in-force policy count has increased 4.5%.

Direct premiums written for the personal segment increased 11.9%, driven by personal auto, up 16.3%, and homeowners, up 6.9%. The personal segment’s new business increased 11.0% while renewal business was up 11.3%. Personal auto new business premium increased 24.3% while homeowner’s new business is down 0.9%. Renewal premiums for personal auto and homeowners grew 15.0% and 8.2%, respectively. During the first nine months of 2009, the in-force policy count for personal auto and homeowners increased 11.7% and 2.7%, respectively.

The commercial segment experienced an increase of 5.8% in direct premiums written comprised of new business growth of 1.4% and growth in renewal business of 10.9%. During the nine months ended September 30, 2009, the in-force policy count for the commercial segment increased 2.5%. New business growth was experienced in all products except for workers compensation. New business for workers compensation was down due to a larger policy which was written during the third quarter of 2008. In the current soft rate environment, the Company continues to review all commercial renewals to ensure that we are retaining policies that are appropriately priced for the risk assumed.

Farm direct premiums written increased 8.0% as a result of new business growth of 49.7% and renewal business growth of 2.4%. The new business growth was due to a larger account written during the first quarter of 2009. During the first nine months of 2009, the in-force policy count for farm increased 0.4%. Direct premiums written for the marine segment were flat which is reflective of the challenging Michigan economy and its impact on consumer discretionary spending.

Net premiums written by major business segment for the nine months ended September 30 are presented in the table below:

	2009		2008		Change			% Change
Net Premiums Written:
Personal	$	30,518,969	$	26,128,132	$	4,390,837		16.8	%
Commercial		5,439,801		5,982,776		(542,975	)	(9.1	%)
Farm		3,817,517		3,398,395		419,122		12.3	%
Marine		1,697,218		1,647,949		49,269		3.0	%
	$	41,473,505	$	37,157,252	$	4,316,253		11.6	%

The increase in net premiums written is due to the overall increase in direct premiums written of $4,566,000 offset by an increase of $250,000 in ceded premiums written under the Company’s reinsurance agreements. The commercial segment experienced a decline in net premiums written due to increased premiums ceded under our treaty reinsurance programs as a result of increased reinsurance costs associated with commercial products.

Net premiums earned by major business segment for the nine months ended September 30 are presented in the table below:

	2009		2008		Change			% Change
Net Premiums Earned:
Personal	$	29,144,171	$	24,608,710	$	4,535,461		18.4	%
Commercial		5,262,738		5,712,222		(449,484	)	(7.9	%)
Farm		3,750,180		3,397,706		352,474		10.4	%
Marine		1,423,108		1,343,192		79,916		5.9	%
	$	39,580,197	$	35,061,830	$	4,518,367		12.9	%

The increase in net premiums earned is due to the overall increase in direct premiums earned of $4,913,000 offset by an increase of $395,000 in ceded premiums earned under the Company’s reinsurance agreements. The commercial segment experienced a decline in net premiums earned due to increased premiums ceded under our treaty reinsurance programs as a result of increased reinsurance costs associated with commercial products.

29

Loss and Loss Adjustment Expenses (LAE). The Company’s net loss and LAE, incurred claim count, average loss and LAE per claim and the loss and LAE ratios for the nine months ended September 30 are shown in the tables below:

	2009			2008			Change			% Change
Loss and LAE:
Personal	$	19,603,010		$	15,387,817		$	4,215,193		27.4	%
Commercial		3,244,211			2,120,413			1,123,798		53.0	%
Farm		2,123,116			1,537,684			585,432		38.1	%
Marine		965,139			760,725			204,414		26.9	%
	$	25,935,476		$	19,806,639		$	6,128,837		30.9	%
Incurred Claim Count:
Personal		6,299			5,767			532		9.2	%
Commercial		551			462			89		19.3	%
Farm		345			349			(4	)	(1.1	%)
Marine		200			191			9		4.7	%
		7,395			6,769			626		9.2	%
Average Loss and LAE per Claim:
Personal	$	3,112		$	2,668		$	444		16.6	%
Commercial		5,888			4,590			1,298		28.3	%
Farm		6,154			4,406			1,748		39.7	%
Marine		4,826			3,983			843		21.2	%
	$	3,507		$	2,926		$	581		19.9	%
Loss and LAE Ratio:
Personal		67.3	%		62.5	%
Commercial		61.6	%		37.1	%
Farm		56.6	%		45.3	%
Marine		67.8	%		56.6	%
		65.5	%		56.5	%

The increase in the loss and LAE ratio for the personal segment is due to an increase in fire related losses and to a lesser extent an increase in losses related to winter weather experienced during the first quarter of 2009. The homeowner’s line generated a loss and LAE ratio of 74.8% for the nine months ended September 30, 2009 compared to 61.2% in the 2008 period. The loss and LAE ratio for personal auto decreased to 61.8% for the nine months ended September 30, 2009, compared to 66.8% in the 2008 period. The decrease is due to a decline in claim severity coupled with growth in net premiums earned.

The commercial segment’s loss and LAE ratio increased to 61.6% for the nine months ended September 30, 2009 compared to 37.1% in the 2008 period. The 2009 loss and LAE ratio was affected by higher loss frequency from the workers compensation line, increased fire and water related damages in the commercial package and businessowners product lines and increased loss frequency in commercial auto. The farm segment’s loss and LAE ratio increased in the 2009 period due to higher fire losses. The marine segment’s loss and LAE ratio increased as result of increased loss severity experienced in the 2009 period compared to 2008.

Policy Acquisition and Other Underwriting Expenses. Policy acquisition and other underwriting expenses for the nine months ended September 30 were as follows:

	2009			2008			Change			% Change
Amortization of deferred policy acquisition costs	$	6,204,001		$	5,781,551		$	422,450		7.3	%
Other underwriting expenses		6,404,285			6,236,995			167,290		2.7	%
Total policy acquisition and other underwriting expenses	$	12,608,286		$	12,018,546		$	589,740		4.9	%
Net premiums earned	$	39,580,197		$	35,061,830		$	4,518,367		12.9	%
Expense ratio		31.9	%		34.3	%		(2.4	%)

30

Amortization of deferred policy acquisition costs (“DAC”) increased during the 2009 period as compared to the same period in 2008 as a result of increased earned premium volume. As a percentage of net premiums earned DAC amortization decreased from 16.5 % to 15.7% as a result of the increased volume of personal automobile premium which pays a lower commission than other products as well as increased ceding commission. Other underwriting expenses as a percentage of net premiums earned dropped from 17.8% to 16.2% due to lower assessments from state mandated pools and associations, a decrease in depreciation expense and continued growth in net premiums earned.

Investment Income. The Company’s net investment income excluding realized gains, average invested assets including cash and cash equivalents and the rate of return for the nine months ended September 30 are as follows:

	2009			2008			Change			% Change
Fixed maturities	$	1,588,733		$	1,751,128		$	(162,395	)	(9.3	%)
Equity securities		29,435			9,935			19,500		196.3	%
Cash and cash equivalents		129,280			104,742			24,538		23.4	%
Gross investment income		1,747,448			1,865,805			(118,357	)	(6.3	%)
Less: Investment expenses		(273,634	)		(250,958	)		22,676		9.0	%
Net investment income	$	1,473,814		$	1,614,847		$	(141,033	)	(8.7	%)
Average invested assets (amortized cost basis)	$	71,089,717		$	65,050,285		$	6,039,432		9.3	%
Rate of return on average invested assets		2.8	%		3.3	%		(0.5	%)

Gross investment income from the fixed portfolio has declined in 2009 compared to 2008 due to the drastic shift in the yield curve from January 2008 to September 2009. Treasury yields fell for most of 2008, with the Federal Funds rate target declining to the 0% to 0.25% range. During 2009, the market saw a reversal in longer-term yields due to increased government borrowing and heightened fears of inflation; but, with the short-end kept in the 0% to 0.25% range by the Fed, the yield curve steepened. The conservative, principal-preserving actions taken during the market turmoil has led to the decline in the year-to-date gross investment income between 2008 and 2009. The tax-equivalent yield at September 30, 2009 was 4.55%, compared to 5.14% at September 30, 2008 while the duration was 4.73 years at September 30, 2009 compared to 4.94 years at September 30, 2008.

The increase in income from the equity portfolio is due to higher dividend income as a result of the Company increasing its holdings of dividend paying common stocks. During the second quarter 2009, the Company began adding to its equity portfolio via purchases of common stocks and mutual funds. The increase in interest income from cash and cash equivalent was affected by approximately $73,000 in interest received as a result of a settlement of a claim. Excluding this item, interest from cash and cash equivalents decreased approximately $49,000 due to lower yields.

The table below summarizes the net realized gains generated during the nine months ended September 30, 2009 and 2008:

	2009			2008			Change			% Change
Net realized gains (losses) - fixed maturities	$	279,023		$	(285,399	)	$	564,422		197.8	%
Net realized gains (losses) - equity securities		(15,555	)		92,219			(107,774	)	(116.9	%)
Total net realized gains (losses)	$	263,468		$	(193,180	)	$	456,648		236.4	%

During the nine months ended September 30, 2009, the Company sold approximately $9.2 million in fixed maturity securities which generated realized gains of $279,000. In addition, the Company rebalanced a portion of the equity portfolio in order to realign the sector allocation within the portfolio. The rebalancing resulted in net realized losses of $16,000.

Income Tax Expense. During the nine months ended September 30, 2009 and 2008, the Company recorded income tax expense of approximately $930,000 and $1,574,000, respectively. The decrease is due to lower pre-tax income in 2009 compared to the prior year period. The effective tax rate for the nine months ended September 30, 2009 was 28.5 % compared to 30.9% in the prior year period. The decrease in the effective tax rate is due primarily to increased tax-exempt interest income earned in 2009 as a percentage of pretax income as compared to 2008.

Liquidity and Capital Resources

The principal sources of funds for the Company are insurance premiums, investment income and proceeds from the maturity and sale of invested assets. Funds are primarily used for the payment of claims, commissions, salaries and employee benefits, other operating expenses and shareholder dividends. Our short and long term liquidity requirements vary because of the uncertainties regarding the settlement dates for liabilities for unpaid claims and because of the potential for large losses, either individually or in the aggregate.

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We maintain an investment portfolio that is intended to provide sufficient funds to meet our obligations without forced sales of investments. A portion of our investment portfolio is maintained in relatively short term and highly liquid assets, including mortgage-backed securities, which have shorter estimated durations, to ensure the availability of funds.

Cash flow provided by operations was $3,838,000 and $7,737,000 for the nine months ended September 30, 2009 and 2008, respectively, a decrease of $3,899,000. During the nine months ended September 30, 2009 as compared to the same period in 2008, net premiums collected increased $2,627,000, net loss and LAE payments increased $7,382,000, policy acquisition and other underwriting expenses paid increased $1,109,000 and federal income taxes paid decreased $1,889,000. Other cash provided by operations increased $76,000 during the nine months ended September 30, 2009 compared to the same period in 2008.

During the nine months ended September 30, 2009, cash flow used in investing activities was $3,546,000 while during the same period in 2008 cash flow used in investing activities was $5,596,000. During the 2009 period, the Company invested $2,792,000 into its fixed and equity portfolio while in the 2008 period it invested $4,725,000 into its portfolio. The decline in cash placed into the investment portfolio was affected by the reduction in cash generated from operations. During the second quarter 2009, the Company began adding to its equity portfolio via purchases of common stocks and mutual funds. Since March 31, 2009, the Company has added approximately $4,066,000 to the equity portfolio. Funding for the equity purchases has come from existing cash balances, operating cash flow and sales and maturities of fixed maturities. Capital expenditures for the 2009 period were $777,000 compared to $876,000 in the 2008 period. The majority of the 2009 expenditures are related to our investment in technology related projects including our web-based rating platform – Fremont Complete, our back-end policy processing system and our financial reporting system.

Cash used in financing activities was $105,000 and $410,000 for the nine months ended September 30, 2009 and 2008, respectively. During the nine months ended September 30, 2009, financing activities consisted of the issuance of common stock which generated $285,000 in proceeds, share repurchases of approximately $232,000 and cash dividends of $158,000 paid to stockholders. During the same period in 2008, financing activities consisted of cash received of approximately $16,000 from the issuance of common stock, share repurchases of approximately $373,000 and a cash dividend of $53,000.

During the nine months ended September 30, 2009, the Company has paid three quarterly cash dividends of $.03 per common share each collectively totaling $158,000. The Board’s current intention is to evaluate each quarter whether a cash dividend will be declared. The payment of future dividends will depend upon the availability of cash resources at the Holding Company, the financial condition and results of operations of the Company and such other factors as are deemed relevant by the Board of Directors.

During the quarter ended September 30, 2009, the Company repurchased 10,000 shares of our common stock under a repurchase plan which was previously announced on May 8, 2008. The shares were repurchased at a cost of approximately $156,000, or $15.60 per share. See Part II Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” for details of our share repurchase program.

We have not had any liquidity issues affecting our operations. We believe that our existing cash and funds generated from operations will be sufficient to satisfy our financial requirements during the foreseeable future.

As of September 30, 2009, our investment portfolio had the following asset allocation breakdown:

Asset Class	Cost or Amortized Cost		Fair Value		Unrealized Gain (Loss)			% of Total Fair Value		Credit Quality
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	6,801,642	$	6,954,584	$	152,942		10.4	%	AAA
States and political subdivisions		22,244,688		23,475,367		1,230,679		35.1	%	AA-
Corporate securities		12,368,308		12,692,327		324,019		19.0	%	AA-
Mortgage-backed securities		13,093,921		13,314,498		220,577		19.9	%	AAA
Total fixed maturity securities		54,508,559		56,436,776		1,928,217		84.4	%	AA
Equity securities		11,543,865		10,426,675		(1,117,190	)	15.6	%
Total	$	66,052,424	$	66,863,451	$	811,027		100.0	%

Changes in Interest Rates

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. Our exposure to interest rate changes primarily results from our significant holdings of fixed rate investments. Fluctuations in interest rates have a direct impact on the market valuation of these securities. Therefore, an adverse change in market prices of these securities would result in losses reflected in the balance sheet. The following table shows the effects of a change in interest rates on the fair value of our fixed maturity investment portfolio. We have assumed an immediate increase or decrease of 1% or 2% in interest rates. You should not consider this assumption or the values shown in the table to be a prediction of actual future results.

Change in Rate	Portfolio Value		Change in Value
	(In thousands)
2%	$	51,019	$	(5,418	)
1%		53,719		(2,718	)
0		56,437		—
-1%		59,173		2,736
-2%		61,927		5,490

32

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Vice President of Finance, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

As required by Securities and Exchange Commission Rule 13a-15(b), the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Vice President of Finance, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, the Company’s Chief Executive Officer and Vice President of Finance concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

ITEM 4T. CONTROLS AND PROCEDURES.

There have not been any changes in our internal control over financial reporting, as defined by the Securities and Exchange Commission Rule 13a-15(f), as of the end of the quarter covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is party to litigation in the normal course of business. Based upon information presently available to us, we do not consider any litigation to be material. However, given the uncertainties attendant to litigation, we cannot be sure that our results of operations and financial condition will not be materially adversely affected by any litigation.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The Holding Company’s principal source of cash available for payment of dividends is dividends from the Insurance Company. The payment of dividends by the Insurance Company is subject to limitations imposed by the Michigan Insurance Code. The Insurance Company may not pay an extraordinary dividend unless it notifies the Insurance Commissioner and he does not disapprove the payment. An extraordinary dividend includes any dividend which, when taken together with other dividends paid within the preceding 12 months, exceeds the greater of 10% of the Insurance Company’s statutory policyholders’ surplus as of December 31 of the immediately preceding year or its statutory net income, excluding realized capital gains, for the 12-month period ending December 31 of the immediately preceding year. During the year ended December 31, 2009, the Insurance Company can pay a non-extraordinary dividend of up to $2,688,000 without prior approval from the Insurance Commissioner. In order to pay any dividends, the Insurance Company must be in a position to satisfy the requirement that the Company continues to be safe, reliable and entitled to public confidence. Also, in the absence of approval of the Insurance Commissioner, dividends may only be paid from statutory earned surplus.

33

The following table sets forth the repurchases of common stock for the quarter ended September 30, 2009:

Issuer Purchases of Equity Securities

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans
Month ended July 31, 2009	10,000	$	15.60	10,000	43,810
Month ended August 31, 2009	—	$	—	—	43,810
Month ended September 30, 2009	—	$	—	—	43,810
Total	10,000	$	15.60	10,000

(1) On May 8, 2008, the Company announced a share repurchase plan for up to 100,000 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

(a) Exhibits. The following documents are included as exhibits to this report on Form 10-Q. Documents not accompanying this report are incorporated by reference as indicated.

NUMBER	TITLE
31.1	Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Vice President of Finance under Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C. Section 1350.

34

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 thereunto duly authorized.

	FREMONT MICHIGAN INSURACORP, INC.
Date: November 11, 2009	By:	/s/ Richard E. Dunning
		Richard E. Dunning
		President and Chief Executive Officer
Date: November 11, 2009	By:	/s/ Kevin G. Kaastra
		Kevin G. Kaastra
		Vice President of Finance
		(principal financial and accounting officer)

35

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS OF PERIODIC REPORTS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard E. Dunning, President and Chief Executive Officer of Fremont Michigan InsuraCorp, Inc. (the “Company”), certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of the Company;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(c) Disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 11, 2009	/s/ Richard E. Dunning
	Richard E. Dunning, President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS OF PERIODIC REPORTS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin G. Kaastra, Vice President of Finance (principal financial and accounting officer) of Fremont Michigan InsuraCorp, Inc. (the “Company”), certify that:

1. I have reviewed this Quarterly Report on Form 10-Q (the “Report”) of the Company;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(c) Disclosed in this Report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: November 11, 2009	/s/ Kevin G. Kaastra
	Kevin G. Kaastra, Vice President of Finance (principal financial and accounting officer)

EX-32

EXHIBIT 32

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely for the purpose of complying with 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned in his capacity as an officer of Fremont Michigan InsuraCorp, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

1. The accompanying Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 11, 2009	/s/ Richard E. Dunning
	Richard E. Dunning, President and Chief Executive Officer
Date: November 11, 2009	/s/ Kevin G. Kaastra
	Kevin G. Kaastra, Vice President of Finance (principal financial and accounting officer)

The foregoing certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.