9. Related-Party Transactions

Certain members of our Board of Directors market avocados through Calavo pursuant to marketing agreements substantially similar to the marketing agreements that we enter into with other growers. During the years ended October 31, 2015, 2014, and 2013, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $16.4 million, $10.5 million and $20.9 million. We did not have any amounts due to Board members as of October 31, 2015.Accounts payable to these Board members was $0.1 million as of October 31, 2014.

During fiscal years 2015, 2014, and 2013, we received $0.3 million as dividend income from Limoneira. In addition, we lease office space from Limoneira four our corporate office. Rent to Limoneira amounted to approximately $0.3 million for fiscal years 2015, 2014, and 2013. Harold Edwards, who is a member of our Board of Directors, is the Chief Executive Officer of Limoneira Company.

During the 3rd and 4th quarters of fiscal 2015, in conjunction with another round of financing for FreshRealm, LLC (FreshRealm), we invested $0.8 million. Additionally, two officers of Calavo contributed $1.8 million, in exchange for a 2.8% ownership interest, and three board of director members contributed $0.3 million in exchange for 0.44% ownership interest. RFG is a supplier for FreshRealm. Based on the total number of shares issued, our ownership interest in FreshRealm decreased from approximately 50% to approximately 49%. In fiscal 2015 and 2014, we had sales of $0.5 million and $0.2 million to FreshRealm.

In December 2014, Calavo formed a wholly owned subsidiary Calavo Growers De Mexico, S. de R.L. de C.V. (Calavo Sub). In July 2015, Calavo Sub entered into a Shareholder Agreement with Grupo Belo del Pacifico, S.A. de C.V., (Belo) a Mexican Company owned by Agricola Belher, and Agricola Don Memo, S.A. de C.V. (Don Memo). Belo and Calavo Sub have an equal one-half ownership interest in Don Memo in exchange for $2 million each. Pursuant to a management service agreement, Belo, through its officers and employees, has day-to-day power and authority to manage the operations. Belo is entitled to a management fee equal to 20% of the earnings before interest and taxes (EBIT), as defined, which is payable annually in July of each year. Additionally, Calavo Sub is entitled to a 12% commission, calculated in U.S. dollars, for the sale of produce in the Mexican National Market, United States, Canada, and any other overseas market.

We have loaned $4.0 million to Don Memo since its formation. We have recorded such loans in prepaids and other current assets. These monies, effectively a bridge loan, are expected to be replaced with a loan from an institutional lender during our first fiscal quarter of 2016 and this bridge loan will be immediately repaid from the proceeds of the new loan. Additionally, $2.0 million, representing Calavo Sub’s 50% ownership in Don Memo, is included in investment in unconsolidated entities on our balance sheet. We make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from such tomato sales to Don Memo, net of our commission and aforementioned advances. As of October 31, 2015, we have total advances of $1.8 million to Don Memo, which is recorded in advances to suppliers. During the year ended October 31, 2015, we purchased $2.3 million of tomatoes from Don Memo.

We had grower advances due from Belher of $3.0 million as of October 31, 2015 and 2014. In addition, we had infrastructure advances due from Belher of $1.8 million and $1.6 million as of October 31, 2015 and 2014. Of these infrastructure advances $1.0 million was recorded as receivable in prepaid and other current assets. The remaining $0.8 million of these infrastructure advances are recorded in other assets. During the year ended October 31, 2015 and 2014, we purchased $14.2 million and $17.4 million of tomatoes from Belher.

In August 2015, we entered into Shareholder’s Agreement with various partners which created Avocados de Jalisco, S.A.P.I. de C.V. (“Avocados de Jalisco”). Avocados de Jalisco is a Mexican corporation created to engage in procuring, packing and selling avocados in Jalisco Mexico. This entity is 80% owned by Calavo and was consolidated as of October 31, 2015. Avocados de Jalisco is currently building a packinghouse located in Jalisco, Mexico and such packinghouse is expected to be operational in the second quarter of 2016. As of October 31, 2015, we have made preseason advances of approximately $0.3 million to various partners of Avocados de Jalisco.

The three previous owners and current executives of RFG have a majority ownership of certain entities that provide various services to RFG. RFG’s California operating facility leases a building from LIG partners, LLC (LIG) pursuant to an operating lease. RFG’s Texas operating facility leases a building from THNC, LLC (THNC) pursuant to an operating lease. Additionally, RFG sells cut produce and purchases raw materials, obtains transportation services, and shares costs for certain utilities with Third Coast Fresh Distribution (Third Coast). LIG, THNC and Third Coast are majority owned by entities owned by three employees of Calavo (former/current executives of RFG). See the following tables for the related party activity and balances for fiscal year 2015 and 2014:


	Year ended October 31,
(in thousands)	2015		2014

Rent paid to LIG	$	522	$	518
Rent paid to THNC, LLC	$	304	$	304
Sales to Third Coast	$	270	$	1,013
Purchases from Third Coast	$	195	$	357


(in thousands):	October 31, 2015		October 31, 2014
Due to Third Coast	$	-	$	17
Due from Third Coast	$	-	$	407