WILLIAMSBURG, Va. (WAVY) -- On a cold December day when temperatures struggle to stay much above freezing, people still stand captivated along the dirt roads of the Palace Green as General Marquis De Lafayette trots on his horse. Several pull out their phones quickly to snag a picture before professional interpreter Mark Schneider walks over towards them and begins a conversation about his history in the colonial capital. This type of scene has played out thousands of times in Colonial Williamsburg's nearly 90 years as a living history museum. However, for the last several decades, it has been happening in front of fewer and fewer people. Since the late 1980s, attendance to Colonial Williamsburg has been shrinking. In 1988, 1.2 million people paid to experience all the 18th century town had to offer. By 2017, half as many did the same. It led to a restructuring of operations as the nonprofit foundation, which owns the 301-acre site, was facing millions in debt. Nearby, Busch Gardens Williamsburg has faced challenges as well. In 2007, the theme park with a European theme had an estimated annual attendance of roughly 3.2 million guests, according to the Themed Entertainment Association Global Attractions Attendance Report. That year, it was also the 15th most attended theme park in the United States. And 2015 was the last year the park made the report's top 20, with attendance now estimated to have dipped below 2.5 million visitors per year. It's a fact Williamsburg Mayor Doug Pons knows all too well — for several reasons, first, as a politician who votes on a budget that now relies on property taxes as the number one source of revenue. "It used to be the other way around," Pons said. "That rooms and meals tax was far and away the largest tax bracket of revenue that we've collected through the years. We've seen that change primarily as we've seen visitation decline at Colonial Williamsburg, and then a big shift at Busch Gardens, when it was more of an outer market driver and it shifted to more of a local drive-in, local drive market. Not as many overnight stays." Second, he is aware of the issue from the hotel side, as he and his family used to own and run the Quarterpath Inn on York Street. "When I was in the hotel business, we could sit at the front desk and just line the front desk with guest folios as people were signing in," Pons said. "And we'd have 12 to 30 people checking in at once." But by 2015, he often couldn't even fill a quarter of his 230-room 1970s-era motor lodge. He made the decision to convert the property over to just apartments, now named The Flats at Williamsburg. "It was challenging at the time to get the zoning to allow it to happen, then get financing," Pons said. "... I don't think lenders really understood what we were trying to accomplish. I think you're seeing more hotels do this type of conversion. ... Once it was fully converted, business [was] much better. We have a waiting list of folks ready to come in." In fact Pons is far from alone.