The following discussion addresses the Company's results of operations for the three and six months ended June 30, 2009 compared to the three and six months ended June 30, 2008 and the Company's consolidated financial condition as of June 30, 2009. It is presumed that readers have read or have access to Wilshire's 2008 Annual Report on Form 10-K which includes disclosures regarding critical accounting policies as part of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Report on Form 10-Q for the quarter ended June 30, 2009 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included herein other than statements of historical fact are forward-looking statements. Although the Company believes that the underlying assumptions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The Company's business and prospects are subject to a number of risks which could cause actual results to differ materially from those reflected in such forward-looking statements, including environmental risks relating to the Company's real estate properties, competition, the substantial capital expenditures required to fund the Company's real estate operations, market and economic changes in areas where the Company holds real estate properties, interest rate fluctuations, government regulation, and the ability of the Company to implement its business strategy. For additional information regarding risk factors impacting the Company and its forward-looking statements, see Item 1A of the Company's Annual Report on Form 10-K, for the year ended December 31, 2008.

Effects of Recent Accounting Pronouncements

In May 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 165, "Subsequent Events." ("SFAS 165"). This standard establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued and shall be applied to subsequent events not addressed in other applicable accounting principles generally accepted in the United States of America. SFAS 165, among other things, sets forth the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for this fiscal quarter ending June 30, 2009. The Company's adoption of SFAS 165 did not have a material impact on the interim or annual consolidated financial statements or the disclosures in those financial statements.

In April 2009, the FASB issued FSP SFAS 157-4, "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." ("FSP SFAS 157-4"). FSP SFAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased and re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept as defined in SFAS 157. The scope of this FSP does not include assets and liabilities measured under Level 1 inputs (quoted prices in active markets for identical assets). FSP SFAS 157-4 is applied prospectively to all fair value measurements where appropriate and is effective for the Company's interim and annual periods beginning in the second quarter of fiscal year 2009. The Company's adoption of FSP SFAS 157-4 did not have a material impact on the condensed consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." ("SFAS 162"). SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section, 411 "The Meaning of 'Present Fairly in Conformity with Generally Accepted Accounting Principles'". SFAS 162 is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are presented in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The adoption of SFAS 162 is not expected to have a material impact on the Company's consolidated financial position.

In April 2008, the FASB issued FASB Staff Position ("FSP") FAS 142-3, "Determination of Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing the renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, "Goodwill and Other Intangible Assets." FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. The adoption of FSP FAS 142-3 did not have a material impact on the Company's consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" , which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our consolidated financial position, financial performance and cash flows. SFAS No. 161 is effective beginning January 1, 2009. The Company does not have any derivative instruments or utilize any hedging activities and therefore, SFAS No. 161 is not applicable to the Company at this time.

In December 2007, the FASB issued SFAS No. 141-R, "Business Combinations" ("SFAS 141-R"). SFAS 141-R changes the accounting for acquisitions specifically eliminating the step acquisition model, changing the recognition of contingent consideration from being recognized when it is probable to being recognized at the time of acquisition, disallowing the capitalization of transaction costs and changes when restructurings related to acquisition can be recognized. The standard is effective for fiscal years beginning on or after December 15, 2008 and will only impact the accounting for acquisitions that are made after adoption. The Company believes the adoption of SFAS 141-R will not have an effect on the Company's consolidated financial position or results of operations as there are no current acquisitions being contemplated.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160"). This statement is effective for fiscal years beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the Company's equity. The amount of net income attributable to the noncontrolling interest will be included in the consolidated net income on the face of the consolidated income statement. It also amends certain of ARB No. 51's consolidation procedures for consistency with the requirements of SFAS 141-R. This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The Company believes the adoption of SFAS 160 will not have an effect on the Company's consolidated financial position or results of operations as there are no non-controlling interests.

Net loss for the three months ended June 30, 2009 was $663,000 or $0.08 per diluted share as compared to a net loss of $488,000 or $0.06 per diluted share for the three months ended June 30, 2008. For the six months ended June 30, 2009, the Company recorded a net loss of $1,394,000 or $0.17 per diluted share as compared to a net loss of $792,000 or $0.10 per diluted share for the six months ended June 30, 2008. Operations are shown as continuing and discontinued, with discontinued operations comprised of the results of operations from the Company's real estate properties held for sale, the gain from real estate properties held for sale that were sold during the period and the wind down of the oil and gas businesses.

In January 2008, the Company closed on the sale of a one bedroom condominium at Jefferson Gardens, New Jersey for gross proceeds of approximately $150,000. After payments of closing costs and providing for taxes, the Company realized a net gain during the six months ended June 30, 2008 of approximately $61,000 from this sale.

In May 2008, the Company closed on the sale of its Tamarac Office Plaza, Florida, office complex for gross proceeds of $2 million. After payments of closing costs and providing for taxes, the Company realized a net gain during the three and six months ended June 30, 2008 of approximately $686,000 from this sale.

The following table presents the increases (decreases) in each major statements of operations category for the three and six months ended June 30, 2009 as compared to 2008. The following discussion of "Results of Operations" references these increases (decreases).

  Increase (Decrease) in Consolidated Statements of Income Categories for the
                                    Periods:

                                                   For the three months ended June 30,           For the six months ended June 30,
                                                              2009 vs. 2008                                2009 vs. 2008
                                                    Amount ($)                   %                Amount ($)                 %

Revenues                                        $           (62,000 )                -2.7 %   $          (34,000 )               -0.7 %
Costs and expenses:
Operating expenses                                          (23,000 )                -1.6 %             (121,000 )               -4.2 %
Depreciation                                                (27,000 )                -9.2 %              (32,000 )               -5.2 %
General and administrative                                 (186,000 )               -17.6 %              368,000                 20.5 %
   Total costs and expenses                                (236,000 )                                    215,000
Loss from Operations                                        174,000                                     (249,000 )
Other Income
Dividend and interest income                               (125,000 )               -93.3 %             (247,000 )              -90.8 %
Loss on sale of marketable securities                       553,000                -100.0 %              553,000               -100.0 %
Other income                                                      -                     -                  1,000                100.0 %
Interest expense                                             (9,000 )                 2.1 %               27,000                 -3.0 %
Loss before benefit for income taxes                        593,000                                       85,000
Income tax benefit                                          212,000                 -44.5 %               60,000                 -8.1 %
Loss from continuing operations                             381,000                                       25,000
Discontinued operations - real estate
Loss from operations                                         73,000                 -41.0 %               17,000                 -6.3 %
Gain from sales                                            (686,000 )              -100.0 %             (747,000 )             -100.0 %
Discontinued operations - oil & gas                                                     -
Loss from operations                                         57,000                 -43.8 %              103,000               -114.4 %
Gain from sale                                                    -                     -                      -                    -
Net loss                                        $          (175,000 )                35.9 %   $         (602,000 )               76.0 %
Basic loss per share:
Loss from continuing operations                 $              0.05                 -45.5 %   $                -                  0.0 %
Income (loss) from discontinued operations                    (0.07 )              -140.0 %   $            (0.07 )             -140.0 %
Net loss applicable to common shareholders      $             (0.02 )                33.3 %   $            (0.07 )               70.0 %
Diluted loss per share:
Loss from continuing operations                 $              0.05                 -45.5 %   $                -                  0.0 %
Income (loss) from discontinued operations                    (0.07 )              -140.0 %   $            (0.07 )             -140.0 %
Net loss applicable to common shareholders      $             (0.02 )                33.3 %   $            (0.07 )               70.0 %

Results of Operations

Three Months Ended June 30, 2009 as Compared with Three Months Ended June 30, 2008

Continuing Operations:

Loss from continuing operations amounted to $485,000 during the three months ended June 30, 2009 as compared to a loss from continuing operations of $866,000 during the three months ended June 30, 2008. Results per diluted share from continuing operations amounted to $(0.06) during the three months ended June 30, 2009 as compared to $(0.11) during the three months ended June 30, 2008. The 2009 period reflects a decrease in general and administrative expense of $186,000, which primarily relates to decreased professional fees. Professional fees for the 2008 period included fees incurred in connection with the proposed merger of the Company.

Segment Information

Wilshire presently conducts business in the residential (including condominiums
that it owns and rents) and commercial real estate segments. The following table
sets forth comparative data for Wilshire's real estate segments in continuing
operations:

                          Residential Real Estate                    Commercial Real Estate                                 Totals
                      Three months                              Three months                                  Three months
                          Ended             Increase               Ended                 Increase                 Ended                Increase
                        June 30,           (Decrease)             June 30,              (Decrease)              June 30,              (Decrease)
                     2009       2008       $        %         2009         2008        $         %           2009       2008         $          %
                     (In 000's of $)                          (In 000's of $)                                (In 000's of $)

Total revenues     $   1,899   $ 1,930   $  (31 )   (1.6 )% $     362     $  393     $  (31 )    (7.9 )%   $   2,261   $ 2,323     $  (62 )     (2.7 ) %

Operating
expenses               1,267     1,297      (30 )   (2.3 )%       182        175          7       4.0 %        1,449     1,472        (23 )     (1.6 )%

Net operating
income ("NOI")     $     632   $   633   $   (1 )   (0.2 )% $     180     $  218     $  (38 )   (17.4 )%   $     812   $   851     $  (39 )     (4.6 ) %

Reconciliation to consolidated loss from continuing operations:

                                      2009        2008
Net operating income                 $  812     $    851
Depreciation expense                   (265 )       (292 )
General and administrative expense     (868 )     (1,054 )
Other income (loss)                       9         (419 )
Interest expense                       (437 )       (428 )
Income tax benefit                      264          476
Loss from continuing operations      $ (485 )   $   (866 )

The above table details the comparative net operating income ("NOI") for Wilshire's residential and commercial real estate segments, and reconciles the combined NOI to consolidated loss from continuing operations. NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes depreciation and interest expense. Wilshire assesses and measures segment operating results based on NOI, which is a direct measure of each property's contribution to the results of the Company before considering revenues from treasury activities, overhead expenses and other costs that are not directly related to the performance of a property. The Company believes NOI is a more descriptive measure of the Company's performance than loss from continuing operations. NOI is not a measure of operating results or cash flow as measured by accounting principles generally accepted in the United States of America and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Residential Segment

The residential segment is comprised of Sunrise Ridge Apartments and Van Buren Apartments, both in Arizona, Wellington Estates and Summercreek Apartments, both in Texas and Alpine Village Apartments in New Jersey. During the three months ended June 30, 2009, NOI decreased by $1,000 or 0.2% to $632,000 as compared to $633,000 during the same period in 2008.

Revenues decreased $31,000 or 1.6% during the quarter ended June 30, 2009 to $1,899,000, compared to $1,930,000 during the quarter ended June 30, 2008. Operating expenses decreased $30,000 or 2.3% to $1,267,000. The decrease in revenues was primarily attributable to increased vacancy rates at the Company's Arizona apartment complexes. The decrease in operating expenses was primarily attributable to the implementation of greater cost controls at the Company's Arizona and Texas apartment complexes.

Commercial Segment

The commercial segment is comprised of Royal Mall Plaza in Mesa, Arizona and Tempe Corporate Center in Tempe, Arizona. During the three months ended June 30, 2009, NOI decreased by $38,000 or 17.4% to $180,000 as compared to $218,000 during the same period in 2008, Revenues during the quarter ended June 30, 2009 as compared to the quarter ended June 30, 2008 decreased $31,000 or 7.9% to $362,000 and operating expenses increased $7,000 or 4.0% to $182,000. The revenue decrease was primarily attributable to decreased occupancy at Royal Mall (Arizona) resulting in decreased rental revenues in the amounts of $33,000, which was partially offset by an increase in rental revenues at Tempe Corporate Center in the amount of $2,000. The increased operating expenses were primarily attributable to increased maintenance costs at Tempe Corporate Center in the amount of $12,000, which was partially offset by decreased overall spending at Royal Mall in the amount of $5,000.

Other Operating Expenses

Depreciation and amortization expense amounted to $265,000 during the three months ended June 30, 2009, a decrease of $27,000 from $292,000 during the three months ended June 30, 2008. The decrease in depreciation and amortization expense relates to the retirement of certain assets during the past year.

General and administrative expense decreased $186,000, or 17.6%, to $868,000 during the three months ended June 30, 2009 as compared to $1,054,000 during the same period in 2008. The decrease in general and administrative expense is primarily attributable to decreased professional fees as a result of the termination of the proposed merger of the Company, which was partially offset by increased payroll and payroll related costs associated with the appointment of the Company's new President and Chief Operating Officer in January 2009.

Other income (loss) increased from a loss of $419,000 in the 2008 quarter to income of $9,000 during the 2009 quarter, an increase of $428,000. The increase is primarily related to the $553,000 loss on the sale of the Company's marketable securities in the second quarter of 2008, which was partially offset by a decrease in interest and dividend income of $125,000. The decrease in interest and dividend income during the three months ended June 30, 2009 is a result of declining interest rates related to the redemption of the Company's ARS held during 2008 and reduced dividend income.

Interest expense increased to $437,000 during the three months ended June 30, 2009 as compared to $428,000 during the three months ended June 30, 2008. The increase primarily relates to increased amortization of mortgage finance costs as a result of the refinancing of the Summercreek property.

The benefit for income taxes amounted to $264,000 and $476,000 during the three months ended June 30, 2009 and 2008, respectively. The change in the benefit for income taxes is related to a decreased loss from continuing operations during the 2009 quarter as compared to the 2008 quarter.

Discontinued Operations, Net of Taxes:

Real Estate

The after tax loss from discontinued operations for the three months ended June 30, 2009 amounted to $105,000 as compared to an after tax income of $508,000 during the three months ended June 30, 2008. The after tax loss of $105,000 was not offset by any gain. The income during the 2008 period reflects a loss from operations of $178,000 offset by the after-tax gain on the sale of the Tamarac Office Plaza in May 2008 in the amount of $686,000.

Oil and Gas

During the quarter ended June 30, 2009, the Company recorded a loss from the wind down of its former oil and gas business, of $73,000 as compared to a loss of $130,000 during the same period in 2008. The net loss from the wind down of the oil and gas business during the quarters ended June 30, 2009 and 2008, relates to foreign currency losses during the periods.

Six Months Ended June 30, 2009 as Compared with Six Months Ended June 30, 2008

Continuing Operations:

Loss from continuing operations amounted to $1,154,000 during the six months ended June 30, 2009 as compared to a loss from continuing operations of $1,179,000 during the six months ended June 30, 2008. Results per diluted share from continuing operations amounted to $(0.14) during the six months ended June 30, 2009 as compared to $(0.15) during the six months ended June 30, 2008. The 2009 period included the following charges to expense: an increase in general and administrative expense of $368,000, which primarily relates to the increased payroll and payroll related costs associated with the appointment of the Company's new President and Chief Operating Officer in January 2009 of $242,000, an increase of $204,000 in legal fees primarily related to the proposed tender offer by the Company, an increase in shareholder reports and solicitations primarily related to the Company's annual meeting and proposed tender offer of $361,000, which was partially offset by a decrease in accounting fees of $245,000 and consulting fees of $194,000 as a result of fees incurred in connection with the proposed merger during the 2008 period.

Segment Information

Wilshire presently conducts business in the residential (including condominiums
that it owns and rents) and commercial real estate segments. The following table
sets forth comparative data for Wilshire's real estate segments in continuing
operations:

                            Residential Real Estate                           Commercial Real Estate                                                Totals
                        Six months                                      Six months                                        Six months
                          Ended                 Increase                   ended                  Increase                  ended                  Increase
                         June 30,              (Decrease)                June 30,                (Decrease)                June 30,               (Decrease)
                     2009        2008         $          %           2009          2008        $           %           2009        2008         $           %
                     (In 000's of $)                                  (In 000's of $)                                  (In 000's of $)

Total revenues     $  3,841     $ 3,811     $   30        0.8 %    $    699       $  763     $  (64 )      (8.4 )%   $  4,540     $ 4,574     $ (34)       (0.7) %

Operating
expenses              2,442       2,575       (133 )     (5.2 )%        341          329         12         3.6 %       2,783       2,904       (121 )      (4.2 )%

Net operating
income ("NOI")     $  1,399     $ 1,236     $  163       13.2 %    $    358       $  434     $  (76 )     (17.5 )%   $  1,757     $ 1,670     $   87         5.2 %

Reconciliation to consolidated loss from continuing operations:

                                       2009         2008
Net operating income                 $  1,757     $  1,670
Depreciation expense                     (586 )       (618 )
General and administrative expense     (2,165 )     (1,797 )
Other income (loss)                        27         (280 )
Interest expense                         (866 )       (893 )
Income tax benefit                        679          739
Loss from continuing operations      $ (1,154 )   $ (1,179 )

The above table details the comparative net operating income ("NOI") for Wilshire's residential and commercial real estate segments, and reconciles the combined NOI to consolidated loss from continuing operations. NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes depreciation and interest expense. Wilshire assesses and measures segment operating results based on NOI, which is a direct measure of each property's contribution to the results of the Company before considering revenues from treasury activities, overhead expenses and other costs that are not directly related to the performance of a property. The Company believes NOI is a more descriptive measure of the Company's performance than loss from continuing operations. NOI is not a measure of operating results or cash flow as measured by accounting principles generally accepted in the United States of America and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Residential Segment

The residential segment is comprised of Sunrise Ridge Apartments and Van Buren Apartments, both in Arizona, Wellington Estates and Summercreek Apartments, both in Texas and Alpine Village Apartments in New Jersey. During the six months ended June 30, 2009, NOI increased by $163,000 or 13.2% to $1,399,000 as compared to $1,236,000 during the same period in 2008.

. . .