<PAGE>   1
             FORM 10-Q. - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10Q

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

For the quarterly period ended June 30, 1997


Commission File No. 0-25490


                                    KTI, INC.
             (Exact name of registrant as specified in its charter)

            New Jersey                                       22-2665282
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)


7000 Boulevard East
Guttenberg, New Jersey                                          07093
(Address of principal executive offices)                     (Zip code)


(201) 854-7777
(Registrants 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 the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

   Common Stock, No Par Value          6,920,799 Shares as of August 12, 1997
<PAGE>   2
                                TABLE OF CONTENTS




<TABLE>
<CAPTION>
Item Number and Caption                                                             Page Number
-----------------------                                                             -----------
<S>                                                                                 <C>
PART I

Item 1.  Financial Statements                                                                 2
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
           of Operations                                                                     10


PART II


Item 1.  Legal Proceedings                                                                   14
Item 2.  Changes in Securities                                                               14
Item 3.  Defaults Upon Senior Securities                                                     14
Item 4.  Submission of Matters to a Vote of Security Holders                                 14
Item 5.  Other Information                                                                   14
Item 6.  Exhibits and Reports on Form 8K                                                     15
</TABLE>


                                       1
<PAGE>   3
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                    KTI, INC.
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                 JUNE 30,              DECEMBER 31,
                                                                                   1997                    1996
                                                                              -------------------------------------
                    ASSETS                                                     (Unaudited)
<S>                                                                           <C>                     <C>          
Current Assets
    Cash and cash equivalents                                                 $   3,179,148           $   5,227,381
    Restricted funds - current portion                                            4,693,649               5,163,965
    Accounts receivable, net of allowances of
      $204,105 and $291,938                                                       5,823,992               4,080,503
    Management fees receivable - current portion                                    625,000                 566,634
    Consumables and spare parts                                                   2,733,315               2,100,311
    Notes receivable--officers/shareholders and affiliates - current                426,694                  57,629
    Other receivables - current portion                                             386,327                 398,320
    Other current assets                                                            514,698                 480,034
                                                                              -------------------------------------
      Total current assets                                                       18,382,823              18,074,777

Restricted funds                                                                  4,369,214               2,903,761
Management fees receivable -- affiliates                                          1,747,106               2,175,203
Notes receivable - officers/shareholders and affiliates                             264,680                 212,835
Other receivables                                                                   208,959                 711,783
Investment in PERC                                                                3,839,073               3,792,429
Deferred costs, net of accumulated amortization
    of $419,817 and $208,096                                                      2,662,219               1,930,118
Goodwill and other intangibles, net of accumulated amortization
    of $160,915 and $297,941                                                      2,052,426               2,179,466
Other assets                                                                        414,014                 238,893
Property, equipment and leasehold improvements, net of
    accumulated depreciation of $14,331,690 and $12,671,949                      89,922,879              90,855,366
                                                                              -------------------------------------
    Total assets                                                              $ 123,863,393           $ 123,074,631
                                                                              =====================================
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts payable                                                          $   2,588,517           $   2,371,430
    Accrued expenses                                                              1,316,365               1,829,959
    Current portion of long-term debt                                             2,121,586               4,123,840
    Income taxes payable                                                            200,000                 200,000
    Other current liabilities                                                        50,000                 465,585
                                                                              -------------------------------------
      Total current liabilities                                                   6,276,468               8,990,814

Other liabilities                                                                 1,071,883               1,308,199
Long-term debt, less current portion                                             35,049,885              34,949,148

Minority interest                                                                11,252,673              10,871,852

Deferred income                                                                  38,148,300              41,250,000

Commitments and contingencies

Stockholders' equity
Preferred stock; 10,000,000 shares authorized,
    487,500 zero coupon convertible shares issued and outstanding                 3,750,975
Common stock, no par value (stated value $.01 per share);
    authorized 20,000,000; issued and outstanding
    6,900,799 in 1997 and 6,836,766 in 1996                                          69,008                  68,368
Additional paid-in capital                                                       39,044,769              38,575,892
Accumulated (deficit)                                                           (10,804,568)            (12,939,642)
                                                                              -------------------------------------
Total stockholders' equity                                                       32,064,184              25,704,618
                                                                              -------------------------------------
    Total liabilities and stockholders' equity                                $ 123,863,393           $ 123,074,631
                                                                              =====================================
</TABLE>

    See accompanying notes.


                                       2
<PAGE>   4
                                    KTI, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 Three months ended                  Six months ended
                                                                      June 30,                           June 30,
                                                           -----------------------------     -----------------------------
                                                               1997             1996             1997             1996
                                                           ------------     ------------     ------------     ------------
<S>                                                        <C>              <C>              <C>              <C> 
Revenues:
    Electric power revenues                                $  5,796,198     $  4,877,252     $ 11,272,708       12,278,722
    Gain on sale of capacity                                                  33,203,252               --       33,203,252
    Waste processing revenues                                 3,145,092        1,917,398        6,298,768        4,007,858
    Other waste handling revenues                             3,369,804        1,758,571        6,505,743        2,474,358
                                                           ------------     ------------     ------------     ------------
    Total revenues                                           12,311,094       41,756,473       24,077,219       51,964,190
                                                           ------------     ------------     ------------     ------------
Costs and expenses:
    Electric power and waste processing operating costs      10,107,290        8,847,139       18,849,803       15,334,184
    Selling, general and administrative                         964,611        1,168,331        1,855,415        2,027,717
    Interest - net                                              599,442        1,218,649        1,074,314        3,257,169
                                                           ------------     ------------     ------------     ------------
    Total costs and expenses                                 11,671,343       11,234,119       21,779,532       20,619,070

Equity in net income of PERC                                    162,221          107,222          218,208          132,794
                                                           ------------     ------------     ------------     ------------
Income from continuing operations
    before minority interest and extraordinary item             801,972       30,629,576        2,515,895       31,477,914

    Minority interest                                           (25,691)     (16,570,318)        (380,821)     (17,401,571)
                                                           ------------     ------------     ------------     ------------
Income from continuing operations
    before extraordinary item                                   776,281       14,059,258        2,135,074       14,076,343
Discontinued operations
    Income (loss) from operations
      of computer services                                           --         (223,181)              --         (218,166)
                                                           ------------     ------------     ------------     ------------

Income before extraordinary item                                776,281       13,836,077        2,135,074       13,858,177
    Extraordinary item - loss on early
      extinguishment of debt, net of minority interest               --       (2,247,377)              --       (2,247,377)
                                                           ------------     ------------     ------------     ------------
Net income                                                 $    776,281     $ 11,588,700     $  2,135,074     $ 11,610,800
                                                           ============     ============     ============     ============

Earnings (loss) per common share and
    common share equivalent
    Income (loss) from continuing operations               $        .11     $       2.37     $        .30     $       2.37
    Income (loss) from discontinued operations                                     (0.04)                            (0.04)
                                                           ------------     ------------     ------------     ------------
    Income before extraordinary item                                .11             2.33              .30             2.33

    Extraordinary item                                                             (0.38)                            (0.38)
                                                           ------------     ------------     ------------     ------------
    Net income                                             $        .11     $       1.95     $        .30     $       1.95
                                                           ============     ============     ============     ============

Weighted average number of common shares and
    common share equivalents outstanding                      7,190,818        5,946,800        7,174,969        5,947,200
                                                           ============     ============     ============     ============
</TABLE>

    See accompanying notes.


                                       3
<PAGE>   5
                                    KTI, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                     Six months ended June 30,
                                                                       1997             1996
                                                                   ------------     ------------
                                                                   (Unaudited)
<S>                                                                <C>              <C>         
OPERATING ACTIVITIES
Net income                                                         $  2,135,074     $ 11,610,800
Adjustments to reconcile net income to net cash
     (used in) provided by operating activities:
   Depreciation                                                       1,659,741        3,049,797
   Minority interest                                                    380,821       17,401,571
   Amortization                                                      (2,709,083)        (412,982)
   Provision for losses on accounts receivable              --          150,412
   Interest accrued and capitalized on debt                             833,169           90,988
   Equity in net income of PERC, net of distributions                    46,644            2,070
   Deferred revenue                                                          --       45,000,000
   Extraordinary item, net of minority interest                              --        2,247,377
   Loss (gain) on sale of assets                                           (547)          53,981
   Changes in operating assets and liabilities
       Increasing (decreasing) cash:
    Accounts receivable                                              (1,743,491)       6,825,649
    Consumables and spare parts                                        (633,004)        (242,902)
    Management fees receivable                                          369,731          359,362
    Other receivables                                                   439,817          160,469
    Other assets                                                       (227,484)      (1,024,254)
    Accounts payable                                                    217,087          872,484
    Accrued expenses                                                   (513,594)      (3,111,944)
    Other liabilities                                                  (651,901)         115,912
                                                                   ------------     ------------
Net cash provided by operating activities                              (397,020)      83,148,790

INVESTING ACTIVITIES
Additions to property, equipment and leasehold improvements            (728,754)      (4,806,134)
Proceeds from sale of assets                                              1,500          130,000
Decrease (increase) in restricted cash and cash equivalents            (995,137)       6,265,383
Purchase of additional partnership interest in Maine Energy                  --       (1,239,867)
Notes receivable--officers/shareholders and affiliates                 (420,910)         109,392
                                                                   ------------     ------------
Net cash provided by (used in) investing activities                  (2,143,301)         458,774

FINANCING ACTIVITIES
Deferred financing costs                                               (997,718)      (1,164,678)
Proceeds from issuance of debt                                       14,133,440        4,124,111
Proceeds from sale of common stock                                      369,517           11,645
Proceeds from sale of preferred stock                                 3,854,975
Principal payments on debt                                          (16,868,126)     (92,270,440)
                                                                   ------------     ------------
Net cash provided by (used in) investing activities                     492,088      (89,299,362)
                                                                   ------------     ------------
Increase (decrease) in cash and cash equivalents                     (2,048,233)      (5,691,798)
Cash and cash equivalents at beginning of period                      5,227,381        6,454,558
                                                                   ------------     ------------
Cash and cash equivalents at end of period                         $  3,179,148     $    762,760
                                                                   ============     ============
</TABLE>

                                   -Continued-


                                       4
<PAGE>   6
                                    KTI, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)






<TABLE>
<S>                                                            <C>            <C>       
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Interest paid                                              $671,828       $3,307,200
                                                               ========       ==========

    NON-CASH INVESTING AND FINANCING ACTIVITIES
    Conversion of debt to equity                                              $  500,000
</TABLE>

    See accompanying notes.


                                       5
<PAGE>   7
                                    KTI, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                    ADDITIONAL
                                     COMMON STOCK           PREFERRED STOCK          PAID IN        ACCUMULATED
                                   SHARES     AMOUNT     SHARES        AMOUNT        CAPITAL          DEFICIT          TOTAL
                                   ------     ------     ------        ------        -------          -------          -----
<S>                              <C>          <C>        <C>        <C>            <C>            <C>              <C>
Balance at December 31, 1994     3,376,617    $33,766         --           $--     $21,330,071    $(25,274,500)    $(3,910,663)
  Net loss                                                                                          (1,331,494)     (1,331,494)
  Issuance of common stock
    from exercise of options        73,980        740                                  256,077                          256,817
  Issuance of common stock in
    connection with business
    combination                  1,801,044     18,010                                8,983,708                        9,001,718
  Issuance of common stock         695,332      6,954                                2,857,235                        2,864,189
                                 -----------------------------------------------------------------------------------------------
Balance at December 31, 1995     5,946,973     59,470         --            --      33,427,091     (26,605,994)       6,880,567
  Net income                                                                                        13,666,352       13,666,352
  Issuance of common stock
    from exercise of options        55,346        553                                  280,107                          280,660
  Issuance of common stock
    from exercise of warrants       41,183        412                                  225,114                          225,526
  Issuance of common stock
    upon conversion of debt        725,015      7,250                                4,044,697                        4,051,947
  Issuance of stock purchase
    warrants                                                                           143,738                          143,738
  Issuance of common stock in
    connection with business
    combination                     68,249        683                                  455,145                          455,828
                                 -----------------------------------------------------------------------------------------------
Balance at December 31, 1996     6,836,766     68,368         --            --      38,575,892     (12,939,642)      25,704,618
  Net income                                                                                         2,135,074        2,135,074
  Issuance of preferred stock
    and warrants                                         487,500     3,754,975         100,000                        3,854,975
  Issuance of common stock
    from exercise of options         1,399         14                                    9,647                            9,661
  Issuance of common stock
    from exercise of warrants       62,633        626                                  359,230                          359,856
                                 -----------------------------------------------------------------------------------------------
Balance at June 30, 1997         6,900,798    $69,008    487,500    $3,754,975     $39,044,769    $(10,804,568)     $32,064,184
                                 ===============================================================================================
</TABLE>


                                       6
<PAGE>   8
                                    KTI, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1997

1.  BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three months or six months ended
June 30, 1997 are not necessarily indicative of the results that may be expected
for the year ending December 31, 1997. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1996.
Certain 1996 financial information contained herein has been reclassified to
conform with the 1997 presentation.



2.  EARNINGS (LOSS) PER SHARE

      Earnings (loss) per share have been computed based on the weighted average
number of shares outstanding as well as the dilutive effect of outstanding
options and warrants during the periods presented. 

      In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share," which is required to be adopted for the
Company's year ending December 31, 1997. At that time, the Company will be
required to change the method currently used to compute earnings per share and
to restate all prior periods. Under the new requirements for calculating
primary earnings per share, the dilutive effect of stock options and warrants
will be excluded. The impact upon adoption is expected to result in an increase
in primary earnings per share for the six months and second quarter ended June
30, 1997 of $.31 and $.11, respectively, and is expected to have no material
impact for the six months and quarter ended June 30, 1996. The impact of
Statement 128 on the calculation of fully diluted earnings per share for all
periods presented is not expected to be material.


3.  INFORMATION REGARDING PENOBSCOT ENERGY RECOVERY COMPANY

      The following financial information of Penobscot Energy Recovery Company
is provided in accordance with Article 10.01(b)(1) of Regulation S-X:

<TABLE>
<CAPTION>
                      THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                           1997         1996              1997           1996
<S>                   <C>            <C>              <C>            <C>        
Revenues               $8,170,265    $7,839,240       $14,835,084    $14,716,557
Operating expenses      4,047,057     3,844,041         8,065,989      7,944,072
Net income              2,161,202     1,748,343         3,117,260      2,330,245
</TABLE>


                                       7
<PAGE>   9
4.  DEBT

The Company's debt consists of the following:

<TABLE>
<CAPTION>
                                                                            JUNE 30            DECEMBER 31,
                                                                          --------------------------------
                                                                              1997                 1996
                                                                          -----------          -----------
     <S>                                                                  <C>                  <C>        
     8% convertible subordinated note payable                             $ 5,000,000          $ 5,000,000
     12% term note payable to bank                                            531,543            1,657,448
     10% note payable to Energy National, Inc.                                964,098            1,353,479
     $1,000,000 bank line of credit at bank prime rate plus .25%                  -0-              589,904
     $300,000 bank line of credit at bank prime rate plus 1.5%                120,000              220,000
     9.94% secured term notes payable                                         603,013              780,357
     Notes payable to limited partners of Maine Energy                            -0-              490,063
     8.63% secured term note payable                                          367,287              400,000
     9.9% secured term notes payable to GE Capital                             87,291              190,368
     10.13% secured term notes payable                                        131,829              179,997
     Note payable to former shareholder                                        97,226              127,137
     Other                                                                    139,017              108,250
                                                                          -----------          -----------
                                                                            8,041,304           11,097,003

Resource Recovery Revenue Bonds                                            13,736,161           13,400,000
12% Subordinated Notes Payable to Maine Energy Limited Partners            15,394,006           14,575,985
                                                                          -----------          -----------
                                                                           37,171,471           39,072,988
     Less current portion                                                   2,121,586            4,123,840
                                                                          ===========          ===========
                                                                          $35,049,885          $34,949,148
                                                                          ===========          ===========

</TABLE>

      On June 4, 1997, the prior $13,400,000 of outstanding Resource Recovery
Revenue Bonds for Timber Energy together with accrued interest were
retired from the proceeds of $13,736,161 of Series 1997A and 1997B Resource
Recovery Revenue Bonds.   

5.  On June 4, 1996, the Company consummated the private placement of 487,500
shares of its Series A Convertible Preferred Stock (the "Series A Preferred")
for gross proceeds of $3,900,000. The Series A Preferred is convertible into
shares of the Company's common stock, no par value (the "Common Stock"), at a
price of $8.00 per share, subject to adjustment, and may be redeemed at $12.00
per share, subject to adjustment. Purchasers of the shares of Series A Preferred
also received, in the aggregate, warrants to purchase 243,750 shares of Common
Stock at $9.00 per share and warrants to purchase 32,500 shares of Common Stock
at $10.00 per share.

6.  CONTINGENCIES

      The Company is a defendant in certain lawsuits alleging various claims
incurred in the ordinary course of business. Management of the Company does not
believe that the outcome of these matters, individually or in the aggregate,
will have a material effect on the Company's financial condition, cash flows, or
results of operations.


                                       8
<PAGE>   10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


RESULTS OF OPERATIONS

REVENUES

      Electric power revenues increased by $919,000 or 18.8% for the quarter
ended June 30, 1997 and decreased by $1,006,000 or 8.2% for the six months ended
June 30, 1997. Maine Energy Recovery Company restructured its Power Purchase
Agreement ("PPA") on May 3, 1996, which resulted in a contract rate reduction
from 16.3(cent) per kilowatt to 7.18(cent) per kilowatt effective that date.
Electrical generation at Maine Energy decreased by 1.3% and 2.9% for the quarter
and six months ended June 30, 1997, respectively, compared with the same period
in 1996. The Maine Energy electric rate effective January 1, 1997 increased to
7.35(cent) per kilowatt. These net decreases were further offset by increased
amortization of $1,227,500 and $2,165,000 of the deferred revenue associated
with the PPA restructuring and electric power revenues from Timber Energy of
$1,179,000 and $2,522,000 for the quarter and six months ended June 30, 1997,
respectively. Timber Energy was acquired November 22, 1996.

      Revenues from the gain on sale of capacity for the quarter and six months
ended June 30, 1996 were a result of the restructuring of the Maine Energy PPA
on May 3, 1996.

      Revenues from waste processing increased $1,228,000 or 64% for the quarter
ended June 30, 1997 and by $2,291,000 or 57.2% for the six months ended June 30,
1997 as compared to the same periods in 1996. The increase for the six months
ended June 30, 1997 resulted from a 136% increase in specialty waste processed
which increased revenue by $114,000; SEMCO revenues of $187,000 from 6,000 tons
of waste delivered; and $1,929,000 of revenues from tipping and processing fees
at Timber Energy. SEMCO and Timber Energy were formed or acquired after the
second quarter of 1996. Maine Energy revenues from waste processing increased
$22,000 and $47,000 for the quarter and six months ended June 30, 1997. The
increase is principally from a 2,819 and 5,954 increase in tons of waste
processed offset by a $1.57 and $1.33 decrease in average tipping fee per ton
for the quarter and six months resulting from a reduction in the charter and
host communities tipping fees as required upon the retirement of the $64,500,000
in bonds at Maine Energy.

      Other materials handling revenues increased $1,611,000 or 91.6% for the
quarter and $4,031,000 or 162.9% for the six months ended June 30, 1997 as
compared to the same period for 1996. The increase for the six months ended June
30, 1997 as compared to the same period in 1996 is principally from an increase
in revenues at KTI Bio Fuels of $475,000 as a result of improved weather
conditions in Maine during the winter months allowing for increased tonnage; an
increase of $412,000 in ash recycling revenues resulting from an additional
51,000 tons of ash processed at the Nashville, Tennessee facility; and from
revenues generated by Manner Resins of $3,144,000. Manner Resins was acquired on
November 24, 1996. AAR of Tennessee was acquired during the second quarter of
1996.

COSTS AND EXPENSES

      Electric power and waste handling operating costs increased by $1,260,000
or 14.2% for the quarter and $3,516,000 or 22.9% for the six months ended June
30, 1997 as compared to the same period in 1996. The increase for the quarter
ended June 30, 1997 as compared to the same period in 1996 is principally due to
revenues generated by Manner of $1,871,000. The increase for the quarter is
largely attributable to the operating costs of the newly acquired entities of
Timber Energy and Manner Resins; which had combined operating expenses of
$2,731,000 and $5,713,000, respectively, for the six months ended June 30, 1997.
These increases were offset by decreases at Maine Energy, where operating costs
were decreased by approximately $850,000 for the six months ended June 30, 1997
under the new operating strategy as a result of the restructured PPA with
Central Maine Power and depreciation and amortization decreases of $1,256,000
primarily as a result of changes in useful lives at the plant and write off of
deferred financing costs as a result of the retirement of the $64,500,000 in
bonds.


                                       9
<PAGE>   11
      Selling, general and administrative expenses decreased by $204,000 or
17.4% for the quarter ended June 30, 1997 and decreased by $172,000 or 8.5% for
the six months ended June 30, 1997 as compared to the six months ended June 30,
1996. The decrease in the quarter and six months are primarily attributable to
reductions in corporate staff.

INTEREST AND OTHER ITEMS

      Interest expense decreased $619,200 or 50.8% for the quarter and
$2,183,000 or 67.0% for the six months ended June 30, 1997; principally because
of the retirement of $64,500,00 of the Maine Energy bonds and related letter of
credit, decrease in subordinated debt of $29,500,000 on May 3, 1996, and
aggressive debt reduction during the first six months of 1997.

      The decrease in minority interest of $16,545,000 and $17,021,000 for the
quarter and six months ended June 30, 1997 as compared to the same period in
1996, principally resulted from the minority interest share of Maine Energy's
gain from sale of capacity during 1996.

      Extraordinary item of $2,247,000 for the quarter and six months ended June
30, 1996 resulted from the early retirement of the $64,500,000 Biddeford Bonds
at Maine Energy, net of minority interest.

      Equity in the net income of PERC increased by $55,000 or 51.3% and $85,000
or 64% for the quarter and six months ended June 30, 1997 as compared to the
same period in 1996 due to increased net income at PERC. The Company's ownership
interest in PERC is 7%.

LIQUIDITY AND CAPITAL RESOURCES

      The Company is a holding company and receives cash flow from its
subsidiaries. Receipt of cash flow from its affiliate PERC is currently
restricted by covenants under loan agreements, distribution restrictions under
partnership agreements with its equity investors, and put-or-pay agreements with
municipalities. Cash flow from Timber Energy is also restricted by covenants
under loan agreements. Maine Energy's cash flow is required to retire the
remaining outstanding balance of $15,394,000 of subordinated notes payable as of
June 30, 1997 before partners cash distributions can begin; however, the Company
is not obligated to pay any minimum amounts on such subordinated debt. As a
result, the following discussion is organized to present liquidity and capital
resources of the Company separate from Maine Energy, PERC and Timber Energy and
liquidity and capital resources of each of Maine Energy, PERC and Timber Energy
independently.

  THE COMPANY

      Through March 31, 1997, the Company has accumulated management fees
receivable from PERC in the amount of $1,935,086. These fees are payable by PERC
only out of cash flow after all current operating costs and debt service
payments of the project. PERC has significant restrictions on the amount of
cash flow that can be distributed to the Company. Also, management fees are
only paid annually and only if the partnership meets certain operating results
set forth in its loan documents.

      The Company has pledged to ENI, the other general partner of PERC, a
portion of the Company's share of PERC management fees as a means of repaying a
$1,693,000 advance ENI made on the Company's behalf to PERC to cover the
Company's additional partnership capital requirement in 1989. While no assurance
can be given, based upon current conditions, management of the Company expects
annual management fees to be received on a current basis and accrued management
fees from prior years to be paid from PERC's distributable cash flow as the
project continues its recent trend of distribution of cash to its partners. The
future operating results of PERC will determine the exact term over which the
accrued management fees will be received by the Company. During 1996, the
Company received $691,442 in current and accrued management fees on account of
1995 operations of which $298,311 was paid to ENI. The Company also received
cash from PERC during May, 1997 on account of


                                       10
<PAGE>   12
1996 operations of $686,363 of which $389,381 was paid to ENI. As of June 30,
1997, the Company owed ENI $964,098.

      Since February 28, 1991, the Company has been receiving operating and
management fees from Maine Energy on a current basis. During 1996 the Company
received $548,080 for operating and management fees from Maine Energy on account
of 1996 operations. The Company also received $857,534 for accrued management
fees through February 28, 1990. For the six months ended June 30, 1997, the
Company received $286,500 for operating and management fees from Maine Energy.

      On June 4, 1996, the Company consummated the private placement of 
$487,500 shares of its Series A Convertible Preferred Stock (the "Series A
Preferred") for gross proceeds of $3,900,000. The Series A Preferred is
convertible into shares of the Company's common stock, no par value (the
"Common Stock"), at a price of $8.00 per share, subject to adjustment, and
may be redeemed at $12.00 per share, subject to adjustment. Purchasers of the
shares of Series A Preferred also received, in the aggregate, warrants to
purchase 243,750 shares of Common Stock at $9.00 per share and warrants to
purchase 32,500 shares of Common Stock at $10.00 per share.

      The Company has financed its operations and capital expenditures primarily
from cash flow from its subsidiaries which are not contractually restricted from
making distributions, collateralized equipment financing, unsecured subordinated
debt, drawings under its lines of credit and proceeds from the sale of the
Company's preferred and common stock.

      The Company and its subsidiaries, other than Maine Energy, PERC and Timber
Energy, at June 30, 1997 had indebtedness maturing in the next year of
$1,711,600. During the first six months of 1997, the Company, other than Maine
Energy, PERC and Timber Energy, incurred additional debt of approximately
$544,000, primarily as a result of drawings under its lines of credit, and
retired approximately $3,600,000 of debt.

     As of June 30, 1997, the Company had cash on hand without regard to Maine
Energy, PERC and Timber Energy of approximately $1,123,500 and $1,180,000
available in lines of credit from a bank. On July 14, 1997 the bank committed to
increase the Company's line of credit to $6,000,000. The increased line is
expected to be available to the Company during August, 1997. Also, on August 12,
1997 the Company completed a sale of $21,000,000 of Series B Convertible
Exchangeable Preferred Stock. The Series B Preferred has an 8.75% dividend
(payable quarterly in arrears in cash) and converts into common stock at the
holders option at $11.75 per share. Management of the Company believes that cash
flow from its subsidiaries and affiliates, the sale of preferred stock and
unused lines of credit will meet its current needs for liquidity. Moreover,
management believes that the Company has the ability to access additional
borrowing facilities if needed, although no assurance can be given in this
regard.

MAINE ENERGY

      During the last three years Maine Energy has financed its operations and
capital expenditures from cash flows from operations. Cash provided by
operations was $89,259,000 in 1996, as compared to $8,987,000 in 1995. During
1996 Maine Energy sold its generating capacity to CL One for a period through
May 31, 2007. In exchange CL One has agreed to make a series of quarterly
payments to Maine Energy including an initial payment of $85 million. Maine
Energy capital expenditures were $2,939,000 and $2,121,000 for additions to
property, plant and equipment during 1996 and 1995, respectively.

      During May 1996, Maine Energy retired the entire outstanding principal
balance of $64.5 million of its tax exempt variable rate revenue bonds and $29.5
million of its subordinated loan accrued interest and principal from the
proceeds from the sale of capacity.

      As of June 30, 1997, in addition to Maine Energy's operating cash of
$936,000, Maine Energy, as required under the terms of the credit agreement with
its letter of credit, has on account an additional $7,442,000 of reserves to be
used for capital improvements, debt service, operating shortfalls and working
capital requirements.


                                       11
<PAGE>   13
      Management of the Company believes Maine Energy has adequate cash
resources available to fund its future operations and anticipated capital
expenditures. Capital expenditures for Maine Energy for the year ending December
31, 1997 are expected to be approximately $2,581,000, which has principally been
set aside in the above mentioned reserves accounts.

  PERC

      PERC has financed its recent operations and capital expenditures primarily
by cash flow from operations. Cash provided by operations was $8,493,000 in 1996
as compared to $10,328,000 in 1995. PERC's capital expenditures were $1,192,000
and $1,172,000 for additions to property, plant and equipment during 1996 and
1995, respectively.

      At June 30, 1997, PERC had outstanding tax-exempt, variable rate revenue
bonds backed by bank letters of credit in the aggregate amounts of $50,300,000.
The variable interest rate on the Orrington Bonds at June 30, 1997 was 3.5%. The
bonds are payable pursuant to a schedule through May 2003. During the first six
months of 1997 PERC made principal payments to bondholders of $3,200,000.

      As of June 30, 1997, in addition to PERC's operating cash of $3,166,000,
PERC, as required under the terms of the credit agreement with its letter of
credit banks and the trust indenture governing the Orrington Bonds, had on
account an additional $9,273,000 of cash reserves to be used for capital
improvements, debt service, operating shortfalls and working capital
requirements.

      Company management believes PERC has adequate cash resources available to
fund its current project operations and currently anticipated capital
expenditures. PERC plans capital expenditures for the year ending December 31,
1997 of approximately $782,000. PERC intends to finance the requirements through
cash flow from operations.

TIMBER ENERGY

      Timber Energy has financed its operations and capital expenditures
primarily from cash flow since it was acquired on November 22, 1996. Cash
provided by operations during the six months ended June 30, 1997 was
approximately $1,250,000. Timber Energy, during the second quarter, completed a
month long shutdown and retrofit to complete an extensive overhaul of its boiler
and turbine generator. Costs associated with the shutdown and retrofit, which
were all of Timber's anticipated capital expenditures for 1997, totaled
approximately $1,200,000. All of these costs were paid out of cash flow from
operations and cash reserves held specifically for this retrofit.

      The Company was required to obtain the release of CNA's reimbursement
obligation to Bank of Montreal as part of the Company's purchase agreement with
CNA when Timber Energy was acquired on November 22, 1996. On June 4, 1997, the
outstanding bonds, together with accrued interest and associated closing costs
including an additional debt service reserve of $1,340,000 were paid or retired
from the proceeds of $13,736,000 of Series 1997A and 1997B bonds and from cash
totaling $993,000 provided by the Company.

      As of June 30, 1997, Timber Energy has outstanding tax exempt bonds with a
fixed interest rate of 7% in the aggregate amount of $13,736,000. The bonds are
payable pursuant to a mandatory redemption schedule through December 1, 2002.

      As of June 30, 1997, in addition to Timber's operating cash of $695,000,
Timber, as required by the terms of the refinancing, had an additional
$1,525,000 of cash reserves to be used for debt service.

      Company management believes Timber Energy has adequate cash resources
available to fund its current operations. No significant additional capital
expenditures are anticipated for 1997.


                                       12
<PAGE>   14
FORWARD LOOKING STATEMENTS

      All statements contained herein which are not historical facts including
but not limited to statements regarding the Company's plans for future cash flow
and its uses are based on current expectations. These statements are
forward-looking in nature and involve a number of risks and uncertainties.
Actual results may differ materially. Among the factors that could cause actual
results to vary materially is the availability of sufficient capital to finance
the Company's business plan and other capital needs on terms satisfactory to the
Company. The Company wishes to caution readers not to place undue reliance on
any such forward looking statements, which statements are made pursuant to the
Private Litigation Reform Act of 1995 and as such speak only as of the date
made.


                                       13
<PAGE>   15
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

       Anthony Buonaguro, a former officer of the Company, has instituted
arbitration proceedings in New York, New York against the Company for alleged
breaches of an employment agreement between Mr. Buonaguro and the Company more
than five years prior to the filing of the arbitration proceedings. The amount
of damages requested is approximately $220,000. The Company believes that it has
meritorious defenses against this claim and will defend the matter.

       A fatality of an employee of PERC's operator, ESOCO, occurred when he was
working under a conveyor belt in the plant. His widow has instituted a lawsuit
against various parties. Her lawyer recently has moved to join the Company to
the suit as additional defendants on the basis that the Company is an owner of
PERC. PERC's insurance carrier has accepted the defense of this lawsuit. All
actual owners of record are additional insureds. Under the operations and
maintenance agreement with the operator, ESOCO, such operator is obligated to
defend the Company.

       The Company is a defendant in certain other law suits alleging various
claims incurred in the ordinary course of business, none of which, either
individually or in the aggregate, the Company believes will have a material
adverse effect on the Company.

      Management of the Company does not believe that the outcome of the
foregoing matters, individually or in the aggregate, will have a materially
adverse effect on the Company's financial condition, cash flows or results of
operations.

ITEM 2. CHANGES IN SECURITIES

      Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

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

      Not applicable

ITEM 5. OTHER INFORMATION

      Not applicable


                                       14
<PAGE>   16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

            None

      (b)   Reports on Form 8-K

            Four reports on Form 8-K were filed in the second quarter of 1997
and during the third quarter of 1997 through the date of this filing. No
financial statements were included with such Forms 8-K. The following is a list
of the Forms 8-K filed and the dates thereof.

       (i) A Form 8-K was filed on May 28, 1997 notifying the Securities and
Exchange Commission that a Registration Statement on Form S-3 was filed
discussing the then proposed Series A and B Convertible Preferred Stock. 
       
      (ii) A Form 8-K was filed on June 4, 1997 reporting that Timber Energy
Resources, Inc., a subsidiary of KTI, Inc. consummated the restructuring of the
$13,400,000 Liberty County tax-exempt bond issue used to finance the
construction of TERI's facility in Telogia, Florida.

     (iii) A Form 8-K was filed on June 19, 1997 to report the execution of an
agreement to purchase certain assets of Prins Recycling Corp.

      (iv) A Form 8-K was filed on July 29, 1997 to report the execution of an
agreement to purchase all of the common stock of two commonly owned
corporations, I. Zaitlin and Sons, Inc. and Data Destruction Services, Inc.


                                       15
<PAGE>   17
                                   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.


                                    KTI, Inc.
                                    -------------------------------
                                    (Registrant)




                                    By: /s/  Nicholas Menonna, Jr.
                                        ----------------------------
                                        Name:  Nicholas Menonna, Jr.
                                        Title: Chairman of the Board and
                                               Chief Executive Officer



                                    By: /s/  Martin J. Sergi
                                        ----------------------------
                                        Name:  Martin J. Sergi
                                        Title: President and Chief
                                               Financial Officer
                                               (Principal Accounting Officer)




Date: August 12, 1997


                                       16